UCP, INC. (NYSE:UCP) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
UCP, Inc., a Delaware corporation (“UCP” or the “Company”), held a special meeting of stockholders (the “Special Meeting”) on August1, 2017. At the Special Meeting, the following matters were submitted to a vote of stockholders:
| 1. | The adoption of the Agreement and Plan of Merger, dated April10, 2017 (as it may be amended from time to time, the “Merger Agreement”), by and among Century Communities, Inc., a Delaware corporation (“Century Communities”), Casa Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Century Communities (“Merger Sub”), and the Company, to which the Company will merge with and into Merger Sub (the “Merger”), at which time the separate corporate existence of the Company will end, and Merger Sub will survive the Merger as the surviving corporation; and |
| 2. | The adjournment of the Special Meeting, or any adjournments thereof, to another time or place, if necessary or appropriate, as determined by UCP, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournments thereof to adopt the Merger Agreement. |
At the close of business on June9, 2017, the record date for the determination of stockholders entitled to vote at the Special Meeting, there were 7,966,314 shares of the Company’s ClassA Common Stock, par value $0.01 per share (the “ClassA Common Stock”), and 100 shares of the Company’s ClassB Common Stock, par value $0.01 per share (the “ClassB Common Stock”), outstanding and entitled to vote at the Special Meeting. Each share of ClassA Common Stock was entitled to 1 vote on each matter brought before the Special Meeting, and the 100 shares of ClassB Common Stock were entitled, in the aggregate, to 10,401,722 votes on each matter brought before the Special Meeting. The holders of 5,477,503 shares of the Company’s ClassA Common Stock and 100 shares of the Company’s ClassB Common Stock were represented in person or by proxy at the Special Meeting, constituting a quorum.
Proposal No. — Approval of the proposal to adopt the Merger Agreement
The vote with respect to the proposal to adopt the Merger Agreement was as follows:
|
For |
Against |
Abstain |
BrokerNon-Vote |
|
14,942,673 |
936,252 |
The Merger is expected to close on or about August4, 2017.
Proposal No. — Adjournment of the Special Meeting, if necessary
As there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement, the adjournment proposal was rendered moot and was not presented at the Special Meeting.
| Item 5.07. | Regulation FD Disclosure. |
On August1, 2017, the Company issued a press release announcing that its stockholders voted to adopt the Merger Agreement at the Special Meeting.
The full text of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 5.07. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
| 99.1 | Press Release, dated August1, 2017. |
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UCP, Inc. ExhibitEX-99.1 2 d430076dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 UCP STOCKHOLDERS APPROVE PLANNED BUSINESS COMBINATION WITH CENTURY COMMUNITIES SAN JOSE – August 1,…To view the full exhibit click here
About UCP, INC. (NYSE:UCP)
UCP, Inc. is a homebuilder and land developer with a focus on residential land acquisition, development and entitlement, as well as home design, construction and sales. The Company operates in two segments: homebuilding and land development. The homebuilding and land segments include two geographic regions: West and Southeast. The Company operates in the states of California, Washington, North Carolina, South Carolina, and Tennessee. In California, the Company primarily operates in the Central Valley area (Fresno and Madera counties), the Monterey Bay area (Monterey County), the South San Francisco Bay area (Santa Clara and San Benito counties) and in Southern California (Los Angeles, Ventura and Kern counties). In Washington State, it operates in the Puget Sound area (King, Snohomish, Thurston and Kitsap counties). In North Carolina, South Carolina and Tennessee, its operations are in the Charlotte, Myrtle Beach and Nashville markets.
