This Current Report on Form8-K is filed by K2M Group Holdings, Inc., a Delaware corporation (the “Company” or “K2M”), in connection with the matters described herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
(a) A Special Meeting of Stockholders of the Company was held on November 7, 2018 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, voted in favor of the Merger Proposal (as defined below). The Company’s stockholders also approved, on anon-binding, advisory basis, certain merger-related compensation arrangements of the Company’s named executive officers. Because there were sufficient votes at the Special Meeting to approve the Merger Proposal, a vote was not called on the proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies to vote in favor of the approval of the Merger Proposal.
A total of 34,642,020 shares of the Company’s common stock, out of a total of 43,736,187 shares of common stock issued and outstanding and entitled to vote as of October 4, 2018 (the “Record Date”), were present in person or represented by proxy at the Special Meeting, representing approximately 79.2% of the outstanding shares entitled to vote, which constituted a quorum. A summary of the voting results for the following proposals, each of which is described in detail in the Company’s proxy statement dated October 5, 2018 (as amended or supplemented from time to time), and first mailed to the Company’s stockholders on or about October 9, 2018, is set forth below:
(b) Voting results for each matter are set forth below.
| | (1) | To adopt the Agreement and Plan of Merger, dated as of August 29, 2018, as it may be amended from time to time (the “Merger Agreement”), by and among Stryker Corporation (“Stryker”), Austin Merger Sub Corp. (“Merger Sub”) and K2M (the “Merger Proposal”). |
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
34,579,468 | | 2,759 | | 59,793 | | — |
| | (2) | To approve, on anon-binding, advisory basis, certain compensation that will or may be paid by K2M to its named executive officers that is based on or otherwise relates to the merger of Merger Sub with and into K2M (the “merger”), with K2M surviving the merger as a wholly-owned subsidiary of Stryker. |
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
32,684,984 | | 1,804,915 | | 152,121 | | — |
| | (3) | To approve an adjournment of the Special Meeting from time to time, if necessary or appropriate, for the purpose of soliciting additional votes in favor of the Merger Proposal if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal. |
Because stockholders holding at least a majority of the shares of the K2M common stock outstanding and entitled to vote at the close of business on the Record Date approved the Merger Proposal, the vote was not called on the proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional votes to approve the Merger Proposal had there been insufficient votes at the time of the Special Meeting to approve the merger and the other transactions contemplated by the Merger Agreement.
On November 7, 2018, the Company issued a news release announcing results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | News Release of K2M Group Holdings, Inc., dated November 7, 2018 |
