Tesoro Corporation (NYSE:TSO) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders
its stockholders (the Special Meeting) in connection with the
merger transaction (Merger) contemplated by the Agreement and
Plan of Merger, dated as of November 16, 2016 (the Merger
Agreement), as such agreement may be amended from time to time,
among us, Western Refining, Inc. (Western), Tahoe Merger Sub 1,
Inc. and Tahoe Merger Sub 2, LLC.
for the Special Meeting, there were 116,986,291 outstanding
shares of Tesoro common stock. 98,883,592 shares of Tesoros
common stock were represented in person or by proxy at the
Special Meeting and, therefore, a quorum was present. The number
of shares voted for or against, as well as abstentions and broker
non-votes, if applicable, with respect to each proposal presented
at the Special Meeting was:
|
1.
|
Proposal to approve the issuance of shares of Tesoro common
stock in connection with the Merger as contemplated by the Merger Agreement. |
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
91,051,367
|
181,827
|
402,311
|
7,248,087
|
majority of the votes cast by our stockholders present in person
or by proxy at the Special Meeting and entitled to vote on the
proposal.
|
2.
|
Proposal to adopt an amendment to Tesoro Corporations
restated certificate of incorporation increasing the number of authorized shares of Tesoro common stock from 200 million to 300 million. |
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
96,167,060
|
2,342,494
|
374,038
|
majority of the shares of Tesoro common stock outstanding as of
the close of business on the record date and entitled to vote on
the proposal.
|
3.
|
Proposal to adjourn the Special Meeting, if necessary or
appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve Proposal 1. |
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
87,158,056
|
11,297,019
|
428,517
|
majority of the shares of Tesoro common stock present in person
or by proxy at the Special Meeting and entitled to vote on the
proposal.
|
Item 8.01
|
Other Events.
|
results of our Special Meeting and of the special meeting of
Western Refining stockholders held on March 24, 2017. A copy of
the press release is filed as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
|
99.1
|
Press Release of Tesoro Corporation, dated March 24,
2017. |
About Tesoro Corporation (NYSE:TSO)
Tesoro Corporation (Tesoro) is an independent petroleum refining and marketing company. The Company operates through three business segments: Refining operating segment (Refining), which owns and operates refineries, and refines crude oil and other feedstocks into transportation fuels; TLLP, a publicly traded limited partnership, which includes certain crude oil and natural gas gathering assets, natural gas processing and crude oil and refined products terminaling, and transportation and storage assets, and marketing segment (Marketing), which sells transportation fuels. The Company’s Refining segment owns and operates approximately six petroleum refineries with a combined crude oil capacity of over 850 thousand barrels per day (Mbpd). TLLP’s business operates in three segments: Gathering, Processing, and Terminalling and Transportation. The Marketing segment sells transportation fuels in approximately 20 states through a network of approximately 2,270 retail stations. Tesoro Corporation (NYSE:TSO) Recent Trading Information
Tesoro Corporation (NYSE:TSO) closed its last trading session down -1.51 at 80.28 with 1,982,390 shares trading hands.
