| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 6, 2019, Haymaker Acquisition Corp. (“Haymaker”) held a special meeting of its stockholders (the “Special Meeting”), at which holders of 26,764,752 shares of common stock (consisting of 18,514,752 shares of Class A common stock, par value $0.0001 per share (the “Class A Stock”) and 8,250,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Stock”)) were present in person or by proxy, representing 64.9% of the voting power of the shares of Haymaker’s common stock as of February 11, 2019, the record date for the Special Meeting, and constituting a quorum for the transaction of business. Each of the proposals listed below is described in more detail in the registration statement on FormS-4 (the “Registration Statement”) of OneSpaWorld Holdings Limited (“OneSpaWorld”), which was declared effective by the Securities and Exchange Commission (the “SEC”) and includes a combined prospectus of OneSpaWorld with respect to the securities to be issued in connection with proposed business combination with Steiner Leisure Limited’s “OneSpaWorld” business (the “Business Combination”) and a definitive proxy statement of Haymaker with respect to the Special Meeting. A summary of the voting results at the Special Meeting for each of the proposals is set forth below:
1. The stockholders approved the Business Combination Agreement, dated November 1, 2018 (as amended on January 7, 2019, by Amendment No. 1 to Business Combination Agreement, and as it may be further amended from time to time), by and among Haymaker, OneSpaWorld, the sellers identified therein, and the other parties thereto (the “Transaction Agreement”), each agreement, document, instrument and/or certificate contemplated by the Transaction Agreement to be executed in connection with the transactions contemplated thereby (the “Ancillary Documents”), and the consummation of the transactions contemplated by the Transaction Agreement and the Ancillary Documents. The voting results for this proposal were as follows:
| | | | |
| For | | Against | | Abstain |
25,739,732 | | 307,520 | | 717,500 |
2. The stockholders approved, on anon-binding advisory basis, each separate proposal with respect to certain governance provisions contained in the Amended and Restated Memorandum and Articles of Association of OneSpaWorld, to be effective as of the closing of the business combination (the “M&AA”), related to shareholding limits for certain shareholders of OneSpaWorld and voting thresholds for approval of certain matters, that are not required by Bahamian law and materially affect stockholder rights. The voting results for each separate proposal were as follows:
2A. That the M&AA will provide that shareholders will be prohibited from beneficially owning in excess of 9.99% of OneSpaWorld’s issued and outstanding common shares, par value 0.0001 per share, without the consent of the OneSpaWorld board of directors:
| | | | |
| For | | Against | | Abstain |
24,575,713 | | 1,476,639 | | 712,400 |
2B. That the M&AA will provide for supermajority voting requirements with respect to certain significant transactions:
| | | | |
| For | | Against | | Abstain |
23,362,727 | | 2,689,625 | | 712,400 |
3. The stockholders ratified the OSWLock-Up Agreement (as defined in the Registration Statement) with Haymaker Sponsor, LLC, and the directors and officers of Haymaker that, among other things, modifies thelock-up period such parties were subject to under thelock-up agreements entered into at the closing of Haymaker’s initial public offering. The voting results for this proposal were as follows:
| | | | |
| For | | Against | | Abstain |
25,726,932 | | 312,620 | | 725,200 |
