| Item 5.07. | Submission of Matters to a Vote of Security Holders |
As previously disclosed, on October 18, 2018, InfraREIT, Inc., a Maryland corporation (the “Company”), and InfraREIT Partners, LP, a Delaware limited partnership and subsidiary of the Company (the “Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor (“Merger Sub”), and Oncor T&D Partners, LP, a Delaware limited partnership and a wholly owned indirect subsidiary of Oncor (“Merger Partnership”), pursuant to which the Company, the Partnership and its subsidiaries will be acquired by Oncor, which will occur through the merger of the Company with and into Merger Sub, followed by the merger of Merger Partnership with and into the Partnership (collectively, the “Mergers”). The completion of the Mergers is subject, among other conditions, to the affirmative vote of (1) a majority of the outstanding shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and (2) a majority of the outstanding shares of Common Stock, excluding for purposes of such calculation any shares of common stock held by Hunt Consolidated, Inc. and its affiliates (collectively, “Hunt”).
On February 7, 2019, the Company held a special meeting (the “Special Meeting”) of its stockholders to vote upon, among other things, the Merger Proposal (as defined below) and the Adjournment Proposal (as defined below). As of the close of business on January 15, 2019, the record date for the Special Meeting, there were 43,997,672 shares of Common Stock outstanding and entitled to vote at the Special Meeting. A quorum of 35,469,420 shares of Common Stock was present in person or represented by proxy at the Special Meeting.
At the Special Meeting, the Company’s stockholders voted to adopt the Merger Agreement and approve the acquisition of the Company by affiliates of Oncor (the “Merger Proposal”). The Company’s stockholders also voted to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies to approve the Merger Proposal (the “Adjournment Proposal”); however, an adjournment of the Special Meeting was not necessary in light of the approval of the Merger Proposal. These proposals are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on January 4, 2019. A summary of the voting results for each of the Proposals is set forth below.
Proposal 1 (Merger Proposal)
The holders of a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting voted in favor of the Merger Proposal. Set forth below are the tabulated votes “For” and “Against” the Merger Proposal, as well as the number of votes “Abstaining.” There were no brokernon-votes with respect to the Merger Proposal.
| | | | |
Votes For | | Votes Against | | Votes Abstaining |
35,305,681 | | 12,741 | | 150,998 |
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