Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 9, 2019, Global Brass and Copper Holdings, Inc., a Delaware corporation (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) to consider proposals related to
the Agreement and Plan of Merger, dated as of April 9, 2019 (the “Merger Agreement”), by and among the Company, Wieland Holdings, Inc., an Illinois corporation (“Parent”), Elephant Acquisition Corp., a Delaware corporation and wholly owned subsidiary
of Parent (“Merger Sub”)
and Wieland-Werke Aktiengesellschaft, a German stock corporation (“Parent Holdco”), providing for Merger Sub to merge with and into the Company (the “Merger”), with the Company continuing
as the surviving corporation and as a wholly owned, indirect subsidiary of Parent Holdco.
A total of 16,539,736 shares of the Company’s common stock were voted in person or by proxy, representing approximately 75.34% of the Company’s common stock entitled to be voted, which
constituted a quorum to conduct business at the Special Meeting.
Holders of the Company’s common stock considered, and a majority approved, a proposal to adopt the Merger Agreement. Holders of the Company’s common stock considered, and a majority present in
person or represented by proxy and entitled to vote on the compensation proposal, did not approve, a non-binding, advisory proposal on certain compensation that may be paid to or become payable to the Company’s named executive officers in connection
with the consummation of the transactions contemplated by the Merger Agreement, as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 29, 2019.
As the Company received the requisite approval from its stockholders to adopt the Merger Agreement, no vote was taken on the proposal to adjourn the Special Meeting to solicit additional
proxies. Assuming the continued satisfaction of all conditions to the closing of the Merger, the Merger is expected to close on or about July 16, 2019.
The final voting results of the stockholders vote at the Special Meeting are set forth below:
Proposal 1: Adoption of the Merger Agreement
|
For
|
Against
|
Abstain
|
Total
|
16,472,717
|
2,010
|
65,009
|
Proposal 2: Advisory (Non-binding) Vote on Compensation
|
For
|
Against
|
Abstain
|
Total
|
7,702,515
|
8,749,940
|
87,281
|