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Item 5.07
.
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Submission of Matters to a Vote of Security Holders.
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On June 29, 2017, Capitol
Acquisition Corp. III (the “
Capitol
”) held an annual meeting of its stockholders (the “
Meeting
”).
At the Meeting, Capitol’s stockholders considered the following proposals:
1. A
proposal to approve the business combination between Capitol and Canyon Holdings S.a r.l. (“
Cision
”), including
(a) the Agreement and Plan of Merger, dated as of March 19, 2017, as amended (“
Merger Agreement
”), between Capitol,
Capitol Acquisition Holding Company Ltd. (“
Holdings
”), Capitol Acquisition Merger Sub, Inc., Cision and Canyon
Holdings (Cayman) L.P., and (b) the transactions contemplated by the Merger Agreement and related Sponsor Support Agreement (including
the future issuance of additional ordinary shares and warrants thereunder under certain circumstances). The following is a tabulation
of the votes with respect to this proposal, which was approved by the Company’s stockholders:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
38,217,706
|
336,554
|
0
|
0
|
This represented approximately 99.1% of the voted shares voting
in favor of the proposal. In connection with this vote, the holders of 490,078 shares of Capitol’s common stock properly
exercised their right to convert their shares into cash at a conversion price of approximately $10.04 per share, for an aggregate
conversion amount of $4,920,236.10.
2. Proposals
to approve the following material differences between the constitutional documents of Holdings that will be in effect upon the
closing of the transactions contemplated by the Merger Agreement and Capitol’s current amended and restated certificate of
incorporation:
(i) The
name of the new public entity will be “Cision Ltd.” as opposed to “Capitol Acquisition Corp. III”. The
following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s stockholders:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
38,217,706
|
202,324
|
134,230
|
0
|
(ii) Holdings
will have 480,000,000 authorized ordinary shares and 20,000,000 authorized preferred shares, as opposed to Capitol having 120,000,000
authorized shares of common stock and 1,000,000 authorized shares of preferred stock. The following is a tabulation of the votes
with respect to this proposal, which was approved by Capitol’s stockholders:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
38,217,706
|
202,324
|
134,230
|
0
|
(iii) Holdings’
constitutional documents do not include the various provisions applicable only to special purpose acquisition corporations that
Capitol’s amended and restated certificate of incorporation contains (such as the obligation to dissolve and liquidate if
a business combination is not consummated in a certain period of time). The following is a tabulation of the votes with respect
to this proposal, which was approved by Capitol’s stockholders:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
37,917,706
|
202,324
|
434,230
|
0
|
3. A
proposal to elect seven directors who, upon the consummation of the transactions contemplated by the Merger Agreement, will be
the directors of Holdings, in the classes set forth below. The following is a tabulation of the votes with respect to each director
elected at the Meeting:
Director
|
For
|
Withheld
|
|
Class I
|
|
|
|
L. Dyson Dryden
|
38,174,906
|
379,354
|
|
Stephen P. Master
|
38,217,706
|
336,554
|
|
Class II
|
|
|
|
Stuart Yarbrough
|
38,384,529
|
169,731
|
|
Kevin Akeroyd
|
38,217,706
|
336,554
|
|
Class III
|
|
|
|
Mark D. Ein
|
38,174,906
|
379,354
|
|
Mark M. Anderson
|
38,217,706
|
336,554
|
|
Philip A. Canfield
|
38,217,706
|
336,554
|
|
4. A proposal to approve the 2017 Omnibus Incentive Plan of Holdings. The following is a tabulation of the votes with respect to this
proposal, which was approved by Capitol’s stockholders:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
38,049,206
|
204,324
|
300,730
|
0
|
Because the proposal to adopt
the Merger Agreement and to approve the business combination contemplated by the Merger Agreement was approved, the proposal to
adjourn the Meeting to a later date or dates, if necessary, was not presented at the Meeting.