| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
A special meeting of stockholders of Alaska Communications Systems Group, Inc. (the “Company”) was held at 3:00 p.m. Alaska Time on March 12, 2021 at Alaska Communications Business and Technology Center, 600 East 36th Avenue, Anchorage, Alaska 99503 (the “Special Meeting”) to vote on the proposals set forth in the definitive proxy statement in connection with the Special Meeting (the “Proxy Statement”) filed with the U.S. Securities Exchange Commission (the “SEC”) on February 9, 2021 and first mailed to the Company’s stockholders on or about February 9, 2021. Out of 54,102,956 shares of the Company’s common stock (“Common Stock”) outstanding and entitled to vote at the Special Meeting as of the close of business on February 8, 2021, the record date for the Special Meeting, 33,022,305 shares of Common Stock, representing approximately 61.03%, were represented in person or by proxy at the Special Meeting, which constituted a quorum. A summary of the voting results for the matters proposed at the Special Meeting is set forth below.
Proposal 1 – Adoption of the Merger Agreement
At the Special Meeting, the Company’s stockholders approved by the requisite vote a proposal to adopt the Agreement and Plan of Merger, dated December 31, 2020 (as it may be amended from time to time, the “merger agreement”) by and among the Company, Project 8 Buyer, LLC (“Parent”) and Project 8 MergerSub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving as a wholly-owned subsidiary of Parent. The voting results for this proposal were as follows:
| | | | |
For | | Against | | Abstain |
| 32,283,016 | | 691,127 | | 48,162 |
Proposal 2 – Non-Binding Advisory Approval of Merger-Related Compensation
At the Special Meeting, the Company stockholders approved by the requisite vote a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger. The voting results for this proposal were as follows:
| | | | |
For | | Against | | Abstain |
| 29,939,001 | | 2,207,735 | | 875,569 |
Proposal 3 – Adjournment of the Special Meeting
At the Special Meeting, the Company stockholders approved by the requisite vote a proposal to adjourn the Special Meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there had been insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. The voting results for this proposal were as follows:
| | | | |
For | | Against | | Abstain |
| 30,284,128 | | 2,683,691 | | 54,486 |
Consummation of the transactions contemplated by the Merger Agreement are subject to the receipt of certain regulatory consents and satisfaction of certain customary closing conditions set forth in the Merger Agreement and discussed in detail in the Proxy Statement, which is available on the SEC’s website at www.sec.gov. Assuming the satisfaction of such closing conditions, the Company expects the closing to occur in the third quarter of 2021.
The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Proxy Statement.
On March 15, 2021, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
