| Item 5.07. | Submission of Matters to a Vote of Security Holders |
Marriott Vacations Worldwide Corporation (“MVW”) held a special meeting of stockholders (the “Special Meeting”) on August 28, 2018 to consider certain matters relating to the Agreement and Plan of Merger, dated as of April 30, 2018 (the “Merger Agreement”), by and among MVW, ILG, Inc. (“ILG”), Ignite Holdco, Inc., a Delaware corporation and wholly-owned direct subsidiary of ILG (“Holdco”), Ignite Holdco Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco, Volt Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of MVW, and Volt Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of MVW.
Of the 26,572,516 shares of MVW common stock outstanding and entitled to vote as of the close of business on July 13, 2018, the record date for the special meeting, 22,075,370 shares were present in person or represented by proxy at the meeting, or approximately 83.07% of the total outstanding shares of MVW common stock, which was sufficient to constitute a quorum. The final results of voting for the only matter submitted to a vote of stockholders at the meeting are as follows:
Proposal 1 — Approval of Issuance of MVW Common Stock
MVW’s stockholders approved a proposal to issue shares of MVW common stock to ILG stockholders in the Combination Transactions (as such term is defined in the Merger Agreement). There were 21,977,291 votes FOR the MVW stock issuance proposal, 37,162 votes AGAINST the MVW stock issuance proposal, 60,917 abstentions and 0 brokernon-votes.
On August 28, 2018, and in connection with the special meeting described above, MVW and ILG issued a joint press release announcing the results of MVW’s special meeting of stockholders and ILG’s special meeting of stockholders. A copy of the press release is furnished as Exhibit 99.1 to this report.
Cautionary Statement Regarding Forward-Looking Statements
Information included or incorporated by reference in this communication, and information which may be contained in other filings with the Securities and Exchange Commission (the “SEC”) and press releases or other public statements, contains or may contain “forward-looking” statements, as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. These forward-looking statements include, among other things, statements of plans, objectives, expectations (financial or otherwise) or intentions.
Forward-looking statements are any statements other than statements of historical fact, including statements regarding MVW and ILG’s expectations, beliefs, hopes, intentions or strategies regarding the future. Among other things, these forward-looking statements may include statements regarding the proposed combination of MVW and ILG; our beliefs relating to value creation as a result of a potential combination of MVW and ILG; the expected timetable for completing the transactions; benefits and synergies of the transactions; future opportunities for the combined company; and any other statements regarding MVW’s and ILG’s future beliefs, expectations, plans, intentions, financial condition or performance. In some cases, forward-looking statements can be identified by the use of words such as “may,” “will,” “expects,” “should,” “believes,” “plans,” “anticipates,” “estimates,” “predicts,” “potential,” “continue,” or other words of similar meaning.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, general economic conditions, our financial and business prospects, our capital requirements, our financing prospects, our relationships with associates and labor unions, our ability to consummate potential acquisitions or dispositions, our relationships with the holders of licensed marks, and those additional factors disclosed as risks in other reports filed by us with the SEC, including those described in Part I of the MVW’s most recently filed Annual Reporton Form 10-K and subsequent reportson Forms 10-Q and 8-K as well as in ILG’s most recently filed Annual Reporton Form 10-K and subsequent reportson Forms 10-Q and 8-K and in the joint proxy statement/prospectus included in the registration statementon Form S-4 filed by MVW with the SEC, and any amendments thereto.
Other risks and uncertainties include the timing and likelihood of completion of the proposed transactions between MVW and ILG; the possibility that the expected synergies and value creation from the proposed transactions will not be realized or will not be realized within the expected time period; the risk that the businesses of MVW and ILG will not be integrated successfully; the potential impact of disruption from the proposed transactions making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; the ability to retain key personnel; the availability of financing; the possibility that the proposed transactions do not close; as well as more specific risks and uncertainties. You should carefully consider these and other relevant factors, including those risk factors in this communication and other risks and uncertainties that affect the businesses of MVW and
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