Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On February 17, 2017, Harman International
Industries, Incorporated, a Delaware corporation (the Company), held a special meeting of stockholders (the Special Meeting) in connection with its previously announced entry into the Agreement and Plan of Merger, dated as of
November 14, 2016 (as it may be amended from time to time, the Merger Agreement), with Samsung Electronics Co., Ltd., a Korean corporation (Samsung), Samsung Electronics America, Inc., a New York corporation and wholly
owned subsidiary of Samsung (Samsung USA), and Silk Delaware, Inc., a Delaware corporation and wholly owned subsidiary of Samsung USA (Merger Sub) pursuant to which (and subject to the terms and conditions thereof) Merger Sub
will be merged with and into the Company (the Merger), and each outstanding share of common stock, par value $0.01 per share, of the Company, other than shares owned by the Company, any wholly owned subsidiary of the Company, Samsung,
Samsung USA or Merger Sub, or by stockholders who have properly exercised and perfected appraisal rights under Delaware law, will be converted into the right to receive $112.00 in cash, without interest and less any applicable withholding taxes.
Adoption of the Merger Agreement at the Special Meeting required the affirmative vote of the holders of at least a majority of the shares of the Companys common stock outstanding as of the close of business on January 10, 2017 (the
record date) and entitled to vote in accordance with Delaware law. On the record date, there were 69,883,605 shares of the Companys common stock outstanding.
At the Special Meeting, a total of 49,460,322 shares of the Companys common stock were present or represented by proxy at the meeting, representing
70.78% of the shares of common stock outstanding as of the record date.
At the Special Meeting, the proposals submitted for a vote of the Companys
stockholders and the related voting results were as follows.
Proposal No. 1:
The proposal to adopt the Merger Agreement was approved by the
Companys stockholders based on the following votes:
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Number of Votes
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For
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46,921,832
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Against
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2,107,178
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Abstain
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431,312
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Broker Non-Votes
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Approval of the proposal to adopt the Merger Agreement was one of the conditions to the closing of the Merger set forth in the
Merger Agreement.
Proposal No. 2:
The proposal to approve, on an advisory (non-binding) basis, specified compensation
that may become payable to the Companys named executive officers in connection with the Merger was not approved by the Companys stockholders based on the following votes:
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Number of Votes
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For
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14,024,418
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Against
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35,154,998
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Abstain
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280,906
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Broker Non-Votes
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Proposal No. 3:
The proposal to approve the adjournment of the Special Meeting if necessary or appropriate,
including to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement, was approved by the Companys stockholders based on the following votes:
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Number of Votes
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For
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44,799,570
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Against
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4,450,712
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Abstain
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210,040
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Broker Non-Votes
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For more information on the proposals considered at the Special Meeting, see the Companys definitive proxy statement for
the Special Meeting filed with the Securities and Exchange Commission on January 20, 2017, the relevant portions of which are incorporated herein by reference.