Item 5.07. Submission of Matters to a Vote of Security Holders.
Merger Special Meeting
On June 1, 2023, at 11:00 a.m. Eastern
time, ROC Energy Acquisition Corp., a Delaware corporation (the “Company” or “ROC”) held a special meeting of
stockholders (the “Merger Special Meeting”), at which holders of 23,008,929 shares of common stock, par value $0.0001 per
share (the “Common Stock”) were present in person or by proxy, representing approximately 85.69% of the voting power of the
26,851,000 issued and outstanding shares of Common Stock entitled to vote at the Merger Special Meeting as of the close of business on
May 8, 2023, which was the record date for the Merger Special Meeting.
At the Merger Special Meeting, the below proposals
were submitted to and approved by the Company’s stockholders (capitalized terms used and not otherwise defined herein have the meanings
specified in the Company’s proxy statement/prospectus/consent solicitation filed with the Securities and Exchange Commission (the
“SEC”) on May 12, 2023 (the “May 12 Proxy Statement”) in connection with the Merger Special Meeting):
The
Business Combination Proposal – a proposal to (a) approve and adopt the Agreement
and Plan of Merger, dated as of February 13, 2023 (the “Business Combination Agreement”), among ROC, ROC Merger Sub, Inc.,
a Delaware corporation and a wholly owned subsidiary of ROC (“Merger Sub”), and Drilling Tools International Holdings, Inc.,
a Delaware corporation (“DTI”), pursuant to which Merger Sub will merge with and into DTI, with DTI surviving the merger as
a wholly owned subsidiary of ROC and (b) approve such merger and the other transactions contemplated by the Business Combination
Agreement (the “Business Combination”).
For |
|
Against |
|
Abstain |
|
Non-Votes |
19,282,780 |
|
3,726,149 |
|
0 |
|
0 |
The
Nasdaq Proposal – a proposal to approve, for purposes of complying with applicable
listing rules of the Nasdaq Stock Market LLC, (a) the issuance of up to 23,253,533 shares of Common Stock pursuant to the Business
Combination Agreement and (b) the issuance and sale of up to 7,042,254 shares of Common Stock in a private offering of securities
to certain investors.
For |
|
Against |
|
Abstain |
|
Non-Votes |
20,083,052 |
|
2,925,877 |
|
0 |
|
0 |
The Charter Proposal
– a proposal to approve the proposed amended and restated certificate of incorporation of ROC, which will replace ROC’s
Amended and Restated Certificate of Incorporation, dated December 1, 2021 and will be in effect upon the closing (the “Closing”)
of the Business Combination.
For |
|
Against |
|
Abstain |
|
Non-Votes |
20,083,052 |
|
2,925,877 |
|
0 |
|
0 |
The
Incentive Plan Proposal – a proposal to approve the 2023 Omnibus Incentive Plan
(the “2023 Plan”), including the authorization of the initial share reserve under the 2023 Plan.
For |
|
Against |
|
Abstain |
|
Non-Votes |
18,657,911 |
|
4,341,973 |
|
0 |
|
0 |
The
Director Election Proposal – a proposal to elect seven directors to serve staggered
terms on the PubCo Board effective upon the Closing until the 2024, 2025 and 2026 annual meetings of PubCo, as applicable, and until their
respective successors are duly elected and qualified.
For |
|
Against |
|
Abstain |
|
Non-Votes |
20,083,451 |
|
926,732 |
|
1,998,746 |
|
0 |
The Adjournment Proposal, as described in greater
detail in the May 12 Proxy Statement, was not presented to ROC’s stockholders, as the Business Combination Proposal, the Nasdaq
Proposal, the Charter Proposal, the Incentive Plan Proposal and the Director Election Proposal each received a sufficient number of votes
for approval. Based on the results of the Merger Special Meeting, and subject to the satisfaction or waiver of certain other closing conditions
as described in the May 12 Proxy Statement, the Business Combination Agreement and other transactions contemplated thereby are expected
to be consummated in June 2023. Following the consummation of the Business Combination, ROC intends to change its name to “Drilling
Tools International Corporation,” with its common stock expected to begin trading on the Nasdaq Capital Market under the symbol
“DTI.”
Extension Special Meeting
On June 1, 2023, at 11:30 a.m. Eastern
time, the Company held a special meeting of stockholders (the “Extension Special Meeting”), at which holders of 21,588,786
shares of common stock, par value $0.0001 per share (the “Common Stock”) were present in person or by proxy, representing
approximately 80.40% of the voting power of the 26,851,000 issued and outstanding shares of Common Stock entitled to vote at the Extension
Special Meeting as of the close of business on May 8, 2023, which was the record date for the Extension Special Meeting.
At the Extension Special Meeting, the below proposals
were submitted to and approved by the Company’s stockholders (capitalized terms used and not otherwise defined herein have the meanings
specified in the Company’s definitive proxy statement filed with the SEC on May 18, 2023 in connection with the Extension Special
Meeting):
The Charter Amendment
Proposal – a proposal to amend the Company’s amended and restated certificate of incorporation (the “Existing Charter”)
to extend the date by which the Company must consummate a Business Combination, up to two times, from June 6, 2023 (the “Termination
Date”) to August 6, 2023, composed of two one-month extensions (each an “Extension” and the end date of each Extension,
the “Extended Date”), for a total of up to two months after the Termination Date (assuming the Company’s Business Combination
has not occurred), provided that the ROC Energy Holdings, LLC (the “Sponsor”) (or its affiliates or permitted designees) agrees
to deposit into the trust account (the “Trust Account”) for each of the two one-month extensions $0.04 for each Public Share
not redeemed in connection with the Charter Amendment Proposal according to the payment schedule (as described in the definitive proxy
statement in connection with the Extension Special Meeting), until August 6, 2023, in exchange for a non-interest bearing, unsecured
promissory note payable upon consummation of a Business Combination.
For |
|
Against |
|
Abstain |
|
Non-Votes |
17,019,056 |
|
4,569,730 |
|
0 |
|
0 |
The
Trust Amendment Proposal – a proposal to amend the Investment Management Trust
Agreement, dated December 1, 2021, between the Company and Continental Stock Transfer & Trust Company (“Continental”
and such agreement the “Trust Agreement”) to change the initial date on which Continental must commence liquidation of the
Trust Account to the Extended Date or such later date as may be approved by ROC stockholders in accordance with the Existing Charter (as
may be amended) if a letter of termination under the Trust Agreement is not received by Continental prior to such date.
For |
|
Against |
|
Abstain |
|
Non-Votes |
17,019,056 |
|
4,569,730 |
|
0 |
|
0 |
As a result of the approval of the Charter Amendment
Proposal, the Sponsor (or one or more of its affiliates or third-party designees) will make a deposit (the “Extension Payment”)
into the Trust Account on the Extended Date associated with each Extension in the amount of $0.04 for each share of the Company’s
Common Stock not redeemed in connection with the Charter Amendment Proposal. Each such Extension Payment will be made in exchange for
a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination.
On June 5, 2023, the Company filed a Certificate
of Amendment of the Charter with the Secretary of State of the State of Delaware (the “Charter Amendment”) to reflect the
Charter Amendment Proposal and address any scriveners or typographical errors. The foregoing description of the Charter Amendment is qualified
in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
On June 6, 2023, the Company and Continental
entered into the Amendment to the Investment Management Trust Agreement (the “Trust Amendment”) to reflect the Trust Amendment
Proposal and address any scriveners or typographical errors. The foregoing description of the Trust Amendment is qualified in its entirety
by reference to the full text of the Trust Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.