SCIENTIFIC GAMES CORPORATION (NASDAQ:SGMS) 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 November 27, 2017, Scientific Games Corporation (the “Company”), a Delaware corporation, held a special meeting of stockholders. At the close of business on October 17, 2017, the record date for the special meeting, there were 89,636,895 shares of Class A Common Stock, par value $0.01 per share, of the Company (“Company Common Stock”), outstanding and entitled to vote. At the special meeting 77,127,562 shares of Company Common Stock, or approximately 86% of the eligible voting shares, were represented either in person or by proxy.
At the special meeting the stockholders voted on the following items:
Proposal 1: to adopt the Agreement and Plan of Merger dated as of September 18, 2017, between the Company and SG Nevada Merger Company, a Nevada corporation and a wholly owned subsidiary of the Company, providing for the merger of the Company with and into SG Nevada Merger Company with SG Nevada Merger Company surviving the merger, for the sole purpose of changing the Company’s state of incorporation from Delaware to Nevada, including to approve the Charter and Bylaws of the surviving corporation.
The voting results are as follows (reflecting approximately 67% of the Company Common Stock voted and approximately 57% of the Company Common Stock outstanding votingfor Proposal 1):
|
For |
Against |
Abstain |
|
51,525,106 |
25,585,046 |
17,410 |
In connection with the special meeting, the Company also solicited proxies with respect to the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal 1. As there were sufficient votes at the time of the special meeting to approve Proposal 1, adjournment of the special meeting was not necessary or appropriate, and such proposal was not submitted to the Predecessor Registrant’s stockholders for approval at the special meeting.
