Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the Merger Proposal was approved by the affirmative vote of the holders of a majority of the outstanding shares of the Company's common stock entitled to vote on the proposal. The Advisory Compensation Proposal was approved, on an advisory basis, by the affirmative vote of the holders of a majority of the shares of the Company's common stock present in person or represented by proxy at the Special Meeting and entitled to vote on the proposal. The Adjournment Proposal was approved by the affirmative vote of the holders of a majority of the shares of the Company's common stock present in person or represented by proxy at the Special Meeting and entitled to vote thereat.
As of the close of business on
Merger Proposal: The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Merger Proposal presented at the Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes 24,452,232 1,247,552 62,528 0
Advisory Compensation Proposal: The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Advisory Compensation Proposal presented at the Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes 23,272,119 2,455,590 34,603 0
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Adjournment Proposal: The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Adjournment Proposal presented at the Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes 23,707,336 2,001,357 53,619 0 Item 8.01 Other Events.
With the approval of the Merger Proposal, the Company expects the closing of the
merger to occur on
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended. In connection with the potential
transaction (the "Transaction"), Southwestern filed a registration statement on
Form S-4 with the
Southwestern and Montage and certain of their respective directors, executive
officers and certain other members of management and employees may be deemed to
be "participants" in the solicitation of proxies from the stockholders of
Montage in connection with the Transaction. Stockholders can find information
about Montage and its directors and executive officers and their ownership of
Company common stock in its Annual Report on Form 10-K for the fiscal year ended
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about Southwestern's directors and executive officers is available in
Southwestern's Annual Report on Form 10-K for the fiscal year ended 2019 filed
with the
Cautionary Statement Regarding Forward-Looking Information
Statements in this Current Report on Form 8-K and the exhibits furnished or
filed herewith that relate to future results and events are forward-looking
statements based on Montage's current expectations. Actual results and events in
future periods may differ materially from those expressed or implied by these
forward-looking statements because of a number of risks, uncertainties and other
factors. All statements other than statements of historical fact, including
statements containing the words "will," "plan," "would," "should," "could,"
"endeavor," "believe," "anticipate," "intend," "seek," "estimate," "expect,"
"project," "future," "strategy," "potential," "continue," "budget," "forecast,"
"assume" and other words and terms of similar meaning, or the negative of these
terms, are statements that could be deemed forward-looking statements. However,
the absence of these words does not mean that the statements are not
forward-looking. These forward-looking statements include, but are not limited
to, statements regarding the Transaction, pro forma descriptions of the combined
company and its operations, integration and transition plans, synergies,
opportunities and anticipated future performance. There are a number of risks
and uncertainties that could cause actual results to differ materially from the
forward-looking statements included in this communication. These include the
expected timing and likelihood of completion of the Transaction, Southwestern's
ability to successfully integrate the businesses, the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Merger Agreement, the risk that the parties may not be able to satisfy the
conditions to the Transaction in a timely manner or at all, risks related to
disruption of management time from ongoing business operations due to the
Transaction, the risk that any announcements, including this communication,
relating to the Transaction could have adverse effects on the market price of
Company common stock or Southwestern common stock, the effects of disruption to
Montage's or Southwestern's respective businesses, the risk that the pending
Transaction could distract management of both entities and they will incur
substantial costs, the risk that problems may arise in successfully integrating
the businesses of the companies, which may result in the combined company not
operating as effectively and efficiently as expected, the risk that the combined
company may be unable to achieve synergies or it may take longer than expected
to achieve those synergies and other important factors that could cause actual
results to differ materially from those projected. All such factors are
difficult to predict and are beyond Montage's control, including those detailed
in Montage's Annual Report on Form 10-K for the fiscal year ended
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