Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On October 27, 2022, Pzena Investment Management, Inc., a
Delaware corporation (“Pzena” or the “Company”), held a special
meeting of stockholders (the “Special Meeting”) to consider
certain proposals related to the Agreement and Plan of Merger (the
“Merger Agreement”),
dated as of July 26, 2022, by and among the Company, Pzena
Investment Management, LLC, a Delaware limited liability company
(“PIM, LLC”), and
Panda Merger Sub, LLC, a Delaware limited liability company and a
wholly owned subsidiary of PIM, LLC (“Merger Sub”), pursuant to which,
among other things, the Company will merge with and into Merger Sub
(the “Merger”), with
Merger Sub surviving the Merger.
As of September 16, 2022, the record date for the Special
Meeting, there were 16,696,696 shares of Class A common stock,
par value $0.01 per share, of the Company (“Class A Common Stock”)
outstanding, and there were 56,969,703 shares of Class B
common stock, par value $0.000001 per share, of the Company
(“Class B Common Stock,” and
together with the Class A Common Stock, “Company Common Stock”)
outstanding. Each share of Class A Common Stock outstanding as
of the close of business on the record date was entitled to one
vote on each proposal at the Special Meeting, and each share of
Class B Common Stock outstanding as the close of business on
the record date was entitled to five votes on each proposal at the
Special Meeting.
At the Special Meeting, a total of 13,986,767 shares of
Class A Common Stock and 59,969,703 shares of Class B
Common Stock, collectively representing approximately 96% of the
outstanding shares entitled to vote, were present virtually or by
proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were
considered:
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(1) |
the proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”);
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(2) |
the proposal to approve the adjournment of the Special Meeting to a
later date or dates, if necessary or appropriate, including
adjournments to solicit additional proxies if there are
insufficient votes at the time of the Special Meeting to approve
the Merger Agreement Proposal; and
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(3) |
the proposal to approve, by nonbinding, advisory vote, certain
compensation arrangements for the Company’s named executive
officers in connection with the Merger.
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The proposals were approved by the requisite vote of Pzena
stockholders. In particular, the Merger Agreement Proposal was
approved by both (1) a majority of the total number of votes
of Company Common Stock outstanding and entitled to vote on the
matter and (2) a majority of the outstanding shares of
Class A Common Stock not owned, directly or indirectly, by
PIM, LLC, Merger Sub or any holder of Class B Common Stock and
entitled to vote on the matter.
The final voting results for each proposal are described below. For
more information on each of these proposals, see the Company’s
definitive proxy statement filed with the U.S. Securities and
Exchange Commission (the “SEC”) on September 27,
2022.