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 16, 2019
CAPITOL INVESTMENT CORP. IV
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | | 001-38186 | | N/A |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
1300 17th Street, Suite 820
Arlington, VA | | 22209 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 202-654-7060
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on
which registered |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | | CIC.U | | New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share | | CIC | | New York Stock Exchange |
| Redeemable warrants, exercisable for Class A ordinary shares at an exercise price of $11.50 per share | | CIC WS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 16, 2019, Capitol Investment Corp. IV (“Capitol”) held an Extraordinary General Meeting (the “Meeting”). At the Meeting, Capitol’s shareholders considered the following proposals:
1(a). A proposal, as a special resolution, that Capitol be deregistered under the Cayman Islands Companies Law and domesticate under Section 388 of the Delaware General Corporation Law, pursuant to which Capitol’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s shareholders:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 36,341,947 | | | | 7,497,921 | | | | 0 | | | | 0 | |
1(b). A proposal, as an ordinary resolution, to approve and adopt the Agreement and Plan of Merger, dated as of April 7, 2019, as amended (“Merger Agreement”), by and among Capitol, Capitol Intermediate Holdings, LLC, Capitol Investment Merger Sub 1, LLC, Capitol Investment Merger Sub 2, LLC, NESCO Holdings, LP and NESCO Holdings I, Inc. and the transactions contemplated thereby. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s shareholders:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 38,638,113 | | | | 5,201,755 | | | | 0 | | | | 0 | |
The number of holders of Capitol public shares exercising redemption rights in connection with this vote did not result in Capitol having less than $5,000,001 of net tangible assets after giving effect to all holders of public shares that properly demand redemption of their shares into cash.
2(a). A proposal, as a special resolution, to approve the following material difference between the constitutional documents of Capitol that will be in effect upon the closing of the transactions and Capitol’s current amended and restated memorandum and articles of association: the name of the public entity will be “Nesco Holdings, Inc.” as opposed to “Capitol Investment Corp. IV”. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s shareholders:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 38,638,113 | | | | 5,201,755 | | | | 0 | | | | 0 | |
2(b). A proposal, as a special resolution, to approve the following material difference between the constitutional documents of Capitol that will be in effect upon the closing of the transactions and Capitol’s current amended and restated memorandum and articles of association: Capitol will have 250,000,000 authorized shares of common stock, and 5,000,000 authorized shares of preferred stock, as opposed to Capitol having 400,000,000 authorized Class A ordinary shares, 50,000,000 authorized Class B ordinary shares, and 1,000,000 authorized preference shares. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s shareholders:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 38,638,113 | | | | 5,201,755 | | | | 0 | | | | 0 | |
2(c). A proposal, as a special resolution, to approve the following material difference between the constitutional documents of Capitol that will be in effect upon the closing of the transactions and Capitol’s current amended and restated memorandum and articles of association: Capitol’s amended and restated memorandum and articles of association will be restated into a certificate of incorporation and bylaws. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s shareholders:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 38,638,113 | | | | 5,201,755 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | |
3. A proposal as an ordinary resolution to elect 7 directors who, upon the consummation of the transactions, will be the directors of Capitol, in the classes set forth below. The following is a tabulation of the votes with respect to each director elected at the Meeting:
| Director | | For | | | Withheld | |
| Class A | | | | | | | | |
| Lee Jacobson | | | 36,337,971 | | | | 7,501,897 | |
| L. Dyson Dryden | | | 43,529,723 | | | | 310,145 | |
| Class B | | | | | | | | |
| Jeffrey Stoops | | | 36,337,971 | | | | 7,501,897 | |
| Rahman D’Argenio | | | 36,331,817 | | | | 7,508,051 | |
| Class C | | | | | | | | |
| Mark D. Ein | | | 42,203,896 | | | | 1,635,972 | |
| Doug Kimmelman | | | 36,331,817 | | | | 7,508,051 | |
| William Plummer | | | 36,337,971 | | | | 7,501,897 | |
4. A proposal, as an ordinary resolution, to approve the 2019 Omnibus Incentive Plan. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s shareholders:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 35,988,667 | | | | 7,848,239 | | | | 2,962 | | | | 0 | |
Because the above-referenced proposals were approved, the proposal to adjourn the Meeting to a later date or dates, if necessary, was not presented at the Meeting.
The parties are now working towards completing the remaining closing conditions required by the merger agreement to consummate the transactions.
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 18, 2019 | CAPITOL INVESTMENT CORP. IV |
| | | |
| | By: | /s/ Mark D. Ein |
| | | Mark D. Ein |
| | | Chief Executive Officer |
