QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
Present at the special meeting of the stockholders of Quinpario Acquisition Corp. 2 (the “Company”) on July11, 2017 (the “Meeting”) were holders of 28,752,420 shares of the Company’s common stock in person or by proxy, representing 99.67% of the voting power of the shares of the common stock as of May31, 2017, the record date for the Meeting, and constituting a quorum for the transaction of business.
The shareholders of the Company voted on the following items at the meeting:
1. The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of February21, 2017, as amended, by and among the Company, Quinpario Merger Sub I,Inc., Quinpario Merger Sub II,Inc., Novitex Holdings,Inc. (“Novitex”), SourceHOV Holdings,Inc. (“SourceHOV”), Novitex Parent, L.P., HOVS LLC and HandsOn Fund 4 I, LLC. (the “Business Combination”);
2. The Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the issued and outstanding shares of Quinpario Common Stock in connection with the Business Combination and the PIPE Investment (as defined in the Company’s definitive proxy statement, dated June26, 2017 (the “Proxy Statement”);
The Certificate Proposals — To consider and vote upon five separate proposals to amend the Company’s amended and restated certificate of incorporation (“Charter”) to:
3. Authorize additional shares of capital stock;
4. To provide that certain provisions of the Charter are subject to the Director Nomination Agreements (as defined in the Proxy Statement);
5. To change the name of the Company;
6. To provide that certain transactions are not “corporate opportunities”; and
7. Provide for certain other amendments in connection with the Business Combination;
8. The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote (the “Adjournment Proposal”).
