| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 17, 2018, Enbridge Energy Management, L.L.C. (“EEQ”) held a special meeting of its shareholders (the “EEQ Special Meeting”) to consider and vote on the proposals described below. At the close of business on November 5, 2018, the record date for the EEQ Special Meeting, there were 98,611,085 EEQ shares outstanding and entitled to vote at the EEQ Special Meeting. Pursuant to EEQ’s limited liability company agreement (the “EEQ LLC Agreement”), Enbridge Inc. (“Enbridge”) and its affiliates are not allowed to vote the approximately 11.5 million EEQ Listed Shares and approximately 7.4 EEQ Voting Shares owned by them with respect to the EEQ Merger Proposal (Proposal 1), the Waiver Proposal (Proposal 2) and the EEQ LLC Agreement Amendment Proposal (Proposal 3), each as defined below, and thus were not counted for purposes of establishing a quorum. Holders of 83,996,442 outstanding EEQ shares (including EEQ shares owned by Enbridge and its affiliates), and holders of 72,472,119 outstanding EEQ shares (excluding EEQ shares owned by Enbridge and its affiliates), representing a like number of votes, were present at the EEQ Special Meeting, either in person or by proxy, which number constituted a quorum.
At the EEQ Special Meeting, the EEQ shareholders considered and voted upon the following proposals (as described in detail in EEQ’s definitive proxy statement filed with the Securities and Exchange Commission on November 9, 2018):
| | • | | Proposal 1: to approve the Agreement and Plan of Merger (the “EEQ Merger Agreement”), dated as of September 17, 2018, by and among EEQ, Enbridge, Winter Acquisition Sub I, Inc. and, solely for the purposes of Article I, Section 2.4 and Article X therein, Enbridge Energy Company, Inc. (the “EEQ Merger Proposal”). |
| | • | | Proposal 2: to waive Section 9.01(a)(v) of the EEQ LLC Agreement in connection with the merger provided for in the EEQ Merger Agreement (the “Waiver Proposal”). |
| | • | | Proposal 3: to adopt an amendment to the EEQ LLC Agreement (a form of which is attached as Exhibit A to the EEQ Merger Agreement) to increase certain voting rights to which the record holders of all of the outstanding EEQ Listed Shares are entitled (“EEQ LLC Agreement Amendment Proposal”). |
| | • | | Proposal 4: to approve the adjournment of the EEQ Special Meeting from time to time, if necessary to solicit additional proxies if there are not sufficient votes to approve the EEQ Merger Proposal, the Waiver Proposal or the EEQ LLC Agreement Amendment Proposal at the time of the EEQ Special Meeting (the “EEQ Adjournment Proposal”). |
| | • | | Proposal 5: to approve the Agreement and Plan of Merger (the “EEP Merger Agreement”), dated as of September 17, 2018, by and among Enbridge Energy Partners, L.P. (“EEP”), Enbridge Energy Company, Inc., EEQ, Enbridge, Enbridge (U.S.) Inc., Winter Acquisition Sub II, LLC and, solely for the purposes of Article I, Article II and Article XI therein, Enbridge US Holdings Inc., in order to determine how the EEPi-units will be voted at the special meeting in which the EEP unitholders will vote (the “EEP Special Meeting”) on the proposal to approve the EEP Merger Agreement (the “EEP Merger Proposal”). |
| | • | | Proposal 6: to approve the adjournment of the EEP Special Meeting from time to time, if necessary to solicit additional proxies if there are not sufficient votes to approve the EEP Merger Agreement at the time of the EEP Special Meeting, in order to determine how the EEPi-units will be voted at the EEP Special Meeting on the proposal to approve the EEP Merger Agreement (the “EEP Adjournment Proposal”). |
Approval of the EEQ Merger Proposal (Proposal 1), the Waiver Proposal (Proposal 2) and the EEQ LLC Agreement Amendment Proposal (Proposal 3) required the affirmative vote of holders of a majority of the outstanding EEQ Listed Shares (other than EEQ Listed Shares held by Enbridge and its affiliates). The EEQ Adjournment Proposal (Proposal 4) required the affirmative vote of holders of a majority of the outstanding EEQ shares.
A tally of the voting results for each such proposal is set forth below. The vote tallies for Proposals 1-3 exclude Listed Shares owned by Enbridge and its affiliates.
Proposal 1: Approval of the EEQ Merger Proposal
| | | | |
Votes Approving | | Votes Disapproving | | Votes Abstaining |
| 50,306,482 | | 4,612,008 | | 17,553,629 |
Proposal 2: Approval of the Waiver Proposal
| | | | |
Votes Approving | | Votes Disapproving | | Votes Abstaining |
50,350,343 | | 4,558,768 | | 17,563,008 |
