PRIVATEBANCORP, INC. (NASDAQ:PVTBP) Files An 8-K Submission of Matters to a Vote of Security Holders

PRIVATEBANCORP, INC. (NASDAQ:PVTBP) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 12, 2017, PrivateBancorp, Inc., a Delaware corporation
(PrivateBancorp), held a special meeting of stockholders
(the Special Meeting) to consider certain proposals
related to the Agreement and Plan of Merger, dated as of June 29,
2016 (as amended, the Merger Agreement), by and among
PrivateBancorp, Canadian Imperial Bank of Commerce, a Canadian
chartered bank (CIBC), and CIBC Holdco Inc., a Delaware
corporation and a direct, wholly owned subsidiary of CIBC
(Holdco), which provides for, among other things and
subject to the terms and conditions set forth therein,
PrivateBancorp to merge with and into Holdco (the Merger),
with Holdco surviving the Merger.
Each of the three proposals considered at the Special Meeting (as
described below) was approved by the requisite vote of the
Companys stockholders.
As of March 31, 2017, the record date for the Special Meeting,
there were 80,022,968 shares of common stock, without par value,
of PrivateBancorp outstanding and entitled to vote, each of which
was entitled to one vote for each proposal at the Special
Meeting. At the Special Meeting, a total of 64,106,630 shares of
PrivateBancorp common stock, representing approximately 80.11% of
the outstanding shares entitled to vote, were present in person
or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
(1) The proposal to adopt the Merger Agreement (the Merger
Agreement Proposal
);
(2) The proposal to approve, by advisory (non-binding) vote,
certain compensation that may be paid or become payable to
PrivateBancorps named executive officers in connection with the
Merger (the Merger-Related Compensation Proposal); and
(3) The proposal for adjournment of the Special Meeting, if
necessary or appropriate, to solicit additional proxies if there
are insufficient votes at the time of the Special Meeting to
adopt the Merger Agreement the (Adjournment Proposal).
The final voting results for each proposal are described below.
For more information on each of these proposals, see
PrivateBancorps definitive proxy statement filed with the U.S.
Securities and Exchange Commission on April 12, 2017.
1.
Merger Agreement Proposal:
Votes Cast For
Votes Cast Against
Number
% of Votes Outstanding
Number
% of Votes Outstanding
Abstain
Broker Non-Votes
52,893,008
66.10%
10,838,018
13.54%
375,604
2.
Merger-Related Compensation Proposal:
Votes Cast For
Votes Cast Against
Number
% of Votes Cast
Number
% of Votes Cast
Abstain
Broker Non-Votes
45,420,576
70.85%
18,139,861
28.30%
546,101
3.
Adjournment Proposal:
Votes Cast For
Votes Cast Against
Number
% of Votes Cast
Number
% of Votes Cast
Abstain
Broker Non-Votes
42,738,465
66.67%
20,973,952
32.72%
394,213
With respect to the Adjournment Proposal, although sufficient
votes would have been received for the proposal to be approved,
no motion to adjourn was made because the adjournment of the
Special Meeting was determined not to be necessary or
appropriate.
Item 8.01. Other Events.
On May 12, 2017, PrivateBancorp issued a press release announcing
the results of the Special Meeting. The press release is attached
hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by
reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed herewith:
Exhibit No.
Description
99.1
Press Release of PrivateBancorp, Inc., dated May 12, 2017


PRIVATEBANCORP, INC. (NASDAQ:PVTBP) Recent Trading Information

PRIVATEBANCORP, INC. (NASDAQ:PVTBP) closed its last trading session down -0.14 at 26.70 with 3,747 shares trading hands.

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