Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal 1: Del Taco's stockholders approved the proposal to adopt the Agreement
and Plan of Merger, dated as of
For Against Abstained Broker Non-Votes 28,495,492 63,970 8,638 --
Proposal 2: The proposal to approve, in a non-binding advisory vote, certain compensation that may be paid or become payable by Del Taco to its named executive officers in connection with the Merger. Proposal 2 was approved by the votes set forth in the table below:
For Against Abstained Broker Non-Votes 25,816,496 605,144 2,146,460 --
Proposal 3: The proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting. Proposal 3 was approved by the votes set forth in the table below:
For Against Abstained Broker Non-Votes 25,907,209 1,201,689 1,459,202 --
Although Proposal 3 was approved, adjournment of the special meeting was not necessary or appropriate because Del Taco's shareholders approved the merger agreement.
Each proposal is described in detail in the definitive proxy statement filed
with the
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "aim," "potential," "continue," "ongoing," "goal," "can," "seek," "target" or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, the Company. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Company's business and the price of the Company Common Stock; (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the Merger Agreement by the Company's stockholders and the receipt of certain regulatory approvals; (iii) the
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occurrence of any event, change or other circumstance or condition that could
give rise to the termination of the Merger Agreement; (iv) the effect of the
announcement or pendency of the proposed transaction on the Company's business
relationships, operating results and business generally; (v) risks that the
proposed transaction disrupts current plans; (vi) risks related to diverting
management's attention from the Company's ongoing business operations; (vii) the
outcome of any legal proceedings that may be instituted against the Company
related to the Merger Agreement or the proposed transaction, (viii) unexpected
costs, charges or expenses resulting from the proposed transaction; and (ix)
other risks described in the Company's filings with the
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