UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 2, 2015
ROI Acquisition Corp. II
(Exact Name of Registrant as Specified in Charter)
Delaware (State or other jurisdiction ofincorporation) | 001-36068 (Commission File Number) | 46-3100431 (I.R.S. EmployerIdentification Number) |
601 Lexington Avenue, 51st Floor New York, New York (Address of principal executive offices) | 10022 (Zip code) |
(212) 825-0400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On July 2, 2015, ROI Acquisition Corp. II (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”).
(b) Below is a summary of the final voting results on the proposals considered and voted upon at the Annual Meeting.
1. Election of Directors
Thomas J. Baldwin, Joseph A. De Perio, and Tracy B. McKibben were duly elected as Class I directors of the Company for two-year terms which will expire at the Company’s Annual Meeting of Stockholders in 2017, or until their successors are duly elected and qualified.
George E. Hall and Jamal Mashburn were duly elected as Class II directors of the Company for three-year terms which will expire at the Company’s Annual Meeting of Stockholders in 2018, or until their successors are duly elected and qualified.
The table below sets forth the voting results for each nominee:
| Nominee | | Votes For | | Votes
Withheld | | Broker
Non-Votes | |
| Thomas J. Baldwin | | 10,462,489 | | - | | - | |
| Joseph A. De Perio | | 10,462,489 | | - | | - | |
| Tracy B. McKibben | | 10,326,660 | | 135,829 | | - | |
| George E. Hall | | 10,326,660 | | 135,829 | | - | |
| Jamal Mashburn | | 10,326,660 | | 135,829 | | - | |
2. Ratification of Auditors
At the Annual Meeting, the Company’s stockholders ratified the appointment of Citrin Cooperman & Co., LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. Set forth below are the results of the stockholder vote on this proposal:
| Proposal | | Votes For | | Votes
Against | | Abstentions | |
| Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2015 | | 11,466,488 | | - | | - | |
| | | | | | | | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: July 2, 2015
| | | | |
| | ROI ACQUISITION CORP. II |
| | | |
| | By: | | /s/ Joseph A. De Perio |
| | | | Joseph A. De Perio |
| | | | Vice Chairman of the Board and President |
[Signature Page to Current Report on Form 8-K]
