PEAK RESORTS, INC. (NASDAQ:SKIS) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
On October 30, 2018, Peak Resorts, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) to approve certain matters relating to the proposed financing to fund the Company’s acquisition of Snow Time, Inc. (“Snow Time”). The Company has previously disclosed the terms of the Snow Time acquisition and related proposed financing in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on September 24, 2018 and the definitive proxy statement filed with the Commission and distributed to stockholders on October 16, 2018 (the “Special Meeting Proxy Statement”).
At the Special Meeting, stockholders were asked to consider the following proposals: (i) approval, in accordance with Nasdaq Rule 5635(a), of the issuance of the Series A Preferred Stock, Option Warrants, Financing Warrant, Extension Warrant and Common Stock upon conversion of the Series A Preferred Stock and exercise of the Option Warrants, Financing Warrant and Extension Warrant to the terms of the Commitment Letter, as defined and described in the Special Meeting Proxy Statement (the “Nasdaq Proposal”); and (ii) approval of any motion properly brought before the Special Meeting to adjourn the Special Meeting, if necessary to solicit additional votes in favor of the Nasdaq Proposal. to the terms of the Company’s Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”), which is convertible into shares of the Company’s common stock, the holder of the Series A Preferred Stock was entitled to vote, on an as-converted basis, together with holders of the Company’s common stock on all matters submitted to a vote at the Special Meeting. The information reported below includes the tabulation of votes of holders of both the Company’s common stock and Series A Preferred Stock.
The Company's stockholders voted as follows on these matters:
|
1. |
The Company's stockholders approved, in accordance with Nasdaq Rule 5635(a), the issuance of the Series A Preferred Stock, Option Warrants, Financing Warrant, Extension Warrant and Common Stock upon conversion of the Series A Preferred Stock and exercise of the Option Warrants, Financing Warrant and Extension Warrant to the terms of the Commitment Letter, as follows: |
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|
11,591,585 |
41,954 |
5,406 |
0 |
|
2. |
The Company's stockholders voted to approve any motion to adjourn the Special Meeting if necessary to solicit additional votes in favor of the Nasdaq Proposal, as follows: |
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|
11,521,225 |
111,628 |
6,092 |
0 |
Because the Nasdaq Proposal passed, no motion to adjourn the Special Meeting was made.
About PEAK RESORTS, INC. (NASDAQ:SKIS)
Peak Resorts, Inc. is a holding company. The Company, through its subsidiaries, owns or leases, and operates day ski and overnight drive ski resorts. The Company’s ski resort operations consist of snow skiing, snowboarding and snow sports areas in Wildwood and Weston, Missouri; Bellefontaine and Cleveland, Ohio; Paoli, Indiana; Blakeslee and Lake Harmony, Pennsylvania; Bartlett, Bennington and Pinkham Notch, New Hampshire; West Dover, Vermont, and Hunter, New York, and an 18 hole golf course in West Dover, Vermont. It also manages hotels in Bartlett, New Hampshire; West Dover, Vermont, and Hunter, New York. As of April 30, 2016, the Company operates 14 ski resorts, which consist of six overnight drive ski resorts and eight day ski resorts located across seven states, ranging from Missouri to New Hampshire, and appeal to a range of visitors. As of April 30, 2016, the Company’s resorts comprises approximately 1,860 acres of skiable terrain that appeal to a range of ages and abilities.