Current Report Filing (8-k)
February 01 2022 - 4:16PM
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
February 1, 2022
CYRUSONE INC.
(Exact Name of Registrant as Specified in its
Charter)
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Maryland
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001-35789
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46-0691837
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2850 N. Harwood Street, Suite 2200
Dallas, TX 75201
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (972) 350-0060
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Shares ($0.01 par value)
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CONE
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The NASDAQ Global Select Market
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1.450% Senior Notes due 2027
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CONE27
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ¨
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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As
previously disclosed, on November 14, 2021, CyrusOne Inc., a Maryland corporation (“CyrusOne” or the “Company”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cavalry Parent L.P., a Delaware limited partnership
(“Parent”), and Cavalry Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger
Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the
Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. On February 1, 2022,
the Company held a virtual special meeting of its stockholders (the “Special Meeting”) to
vote on the proposals identified in the definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”)
on December 30, 2021, which was first mailed to the Company’s stockholders on December 31, 2021.
As of
the close of business on December 23, 2021, the record date for the Special Meeting, there were 129,553,316 shares of common stock,
par value $0.01 per share, of the Company (“Company Common Stock”) outstanding and entitled to vote at the Special
Meeting. 101,995,210 shares of Company Common Stock, representing approximately 78.73% of all of the issued and outstanding
Company Common Stock entitled to vote, were represented at the Special Meeting. The tables below detail the voting results for each
proposal:
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1.
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The
proposal to approve (i) the Merger in accordance with the terms of the Merger Agreement,
(ii) the Merger Agreement and (iii) the other transactions contemplated by the Merger Agreement
(the “Merger Proposal”). The Company’s stockholders approved the Merger
Proposal as follows:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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101,582,127
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72,909
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340,174
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0
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2.
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The
proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or
become payable to the Company’s named executive officers in connection with the consummation
of the Merger (the “Advisory Compensation Proposal”). The Company’s stockholders
approved, on an advisory (non-binding) basis, the Advisory Compensation
Proposal as follows:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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59,129,673
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41,984,047
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881,490
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0
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In connection with the Special Meeting, the Company
also solicited proxies with respect to the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there
were insufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). As there were
sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was unnecessary and such
proposal was not submitted to the stockholders for approval at the Special Meeting.
On
February 1, 2022, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CYRUSONE INC.
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Date: February 1, 2022
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By:
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/s/ Robert M. Jackson
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Name: Robert M. Jackson
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Title: Executive Vice President, General Counsel and Secretary
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