Current Report Filing (8-k)
June 27 2019 - 10:22AM
Edgar (US Regulatory)
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): June 27, 2019
WABCO HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-33332
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20-8481962
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Giacomettistrasse 1, 3000 Bern 31, Switzerland
1220 Pacific Dr., Auburn Hills, Michigan
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48326-1589
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
+41-315-813-300
(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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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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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, par value $0.01 per share
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WBC
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New York Stock Exchange
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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 Exchange
Act. ☐
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 27, 2019, WABCO Holdings Inc. (the Company) held a special meeting of its stockholders (the Special
Meeting). A total of 36,874,758 shares (71.97%) of the Companys issued and outstanding common stock held of record as of the close of business on May 17, 2019 were present in person or by proxy at the Special Meeting. The
information below is a summary of the final voting results on the proposals considered and voted upon at the Special Meeting.
Adoption of the Merger
Agreement
At the Special Meeting, the Companys stockholders voted to adopt the Agreement and Plan of Merger (as it may be
amended from time to time), dated as of March 28, 2019 (the Merger Agreement), by and among the Company, ZF Friedrichshafen (ZF) and Verona Merger Sub Corp., a wholly owned subsidiary of ZF. Set forth below is the result
of the stockholder vote on this proposal:
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Proposal
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Votes For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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To adopt the Merger Agreement
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35,065,928
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128,205
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1,680,625
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Advisory Vote To Approve Executive Compensation
At the Special Meeting, the Companys stockholders voted to approve, by means of a
non-binding,
advisory vote, compensation that will or may become payable to the named executive officers of the Company in connection with the merger. Set forth below is the result of the stockholder vote on this proposal:
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Proposal
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Votes For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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To approve, by means of a
non-binding,
advisory vote,
compensation that will or may become payable to the named executive officers of the Company in connection with the merger
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33,540,746
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1,477,360
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1,856,652
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Adjournment Proposal
It was determined at the Special Meeting that sufficient votes had been obtained to approve the proposal to adopt the Merger Agreement and that
it was not necessary to adjourn or postpone the Special Meeting to solicit additional proxies.
On June 27, 2019, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed
as Exhibit 99.1 and is incorporated herein by reference.
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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WABCO HOLDINGS INC.
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Date: June 27, 2019
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By:
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/s/ LISA BROWN
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Name:
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Lisa Brown
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Title:
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Chief Legal Officer & Secretary
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