Current Report Filing (8-k)
December 13 2021 - 8:44AM
Edgar (US Regulatory)
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2021-12-10
2021-12-10
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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):
December 13, 2021 (December 10, 2021)
TRIPLE-S MANAGEMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Puerto Rico
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001-33865
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66-0555678
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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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Registrant’s telephone number, including
area code: 787-749-4949
1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico
00920
(Address of Principal Executive Offices and Zip
Code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
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:
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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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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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 Exchange Act. ☐
Securities registered pursuant to Section 12(b)
of the Act:
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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 Stock, $1.00 par value
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GTS
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New York Stock Exchange (NYSE)
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 10, 2021, Triple-S Management Corporation, a Puerto Rico
corporation (“Triple-S”), convened a special meeting of stockholders (the “Special Meeting”) to consider and vote
upon certain proposals related to the Agreement and Plan of Merger, dated as of August 23, 2021, as it may be amended from time to time
(the “Merger Agreement”), by and among Triple-S, GuideWell Mutual Holding Corporation, a Florida not-for-profit mutual insurance
holding company (“Parent”), and GuideWell Merger, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger
Sub”), pursuant to which Merger Sub will be merged with and into Triple-S, with Triple-S surviving the merger as a wholly owned
subsidiary of Parent (the “Merger”). As a result of the Merger, Triple-S will no longer be publicly held. Triple-S common
stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.
There were 23,795,559 shares of common stock, par value $1.00 per share,
of Triple-S (“Triple-S common stock”), issued and outstanding as of November 2, 2021, the record date for the Special Meeting
(the “Record Date”). At the Special Meeting, the holders of 17,184,851 shares of Triple-S common stock were present via webcast
or represented by proxy, representing approximately 72% of the total outstanding shares of Triple-S common stock as of the Record Date,
which constituted a quorum. Holders of approximately 72% of the shares of Triple-S common stock issued and outstanding as of the Record
Date voted to approve the Merger Agreement.
At the Special Meeting, the following proposals were voted upon (each
of which is described in greater detail in the definitive proxy statement filed by Triple-S with the Securities and Exchange Commission
on November 4, 2021):
Proposal 1 – The Merger Proposal: To approve
and adopt the Merger Agreement (the “Merger Proposal”), dated August 23, 2021.
Proposal 2– The Merger Compensation Proposal:
To approve, on a non-binding advisory basis, certain compensation that will or may be paid by Triple-S to its named executive officers
that is based on or otherwise relates to the Merger.
Proposal 3– The Adjournment Proposal: To
approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal 1, the
Merger Proposal, if there are not sufficient votes at the time of such adjournment to approve the Merger Proposal. Although Proposal 3
was approved, the adjournment of the Special Meeting was not necessary because Triple-S’s stockholders approved Proposal 1.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 – Merger Proposal
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Votes For
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Votes Against
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Abstentions
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17,144,116
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11,634
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29,101
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Proposal No. 2 – Merger Compensation Proposal
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Votes For
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Votes Against
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Abstentions
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16,156,277
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742,108
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286,466
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Proposal No. 3 – Adjournment Proposal
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Votes For
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Votes Against
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Abstentions
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15,938,815
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998,163
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247,873
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Item 8.01 Other Events.
On December 13, 2021, Triple-S issued a press release announcing the
results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Triple-S, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 13, 2021
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TRIPLE-S MANAGEMENT CORPORATION
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By:
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/s/ Roberto García Rodríguez
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Name:
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Roberto García Rodríguez
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Title:
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President and CEO
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EXHIBIT INDEX
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