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): October 19, 2021
SELECT INTERIOR CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
Delaware
| 001-38632
| 47-4640296
|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
400 Galleria Parkway, Suite 1760 Atlanta, Georgia | | 30339
|
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (888) 701-4737
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 Instructions 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 |
Class A Common Stock, par value $0.01 per share
| | SIC
| | The Nasdaq Stock Market LLC
|
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. |
Select Interior Concepts, Inc. (the “Company”) held its Special Meeting of Stockholders on October 19, 2021 (the “Special Meeting”). The final results of each of the proposals submitted to a vote of stockholders at the Special Meeting are set forth below. Each such proposal is further described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 15, 2021.
Proposal 1. The Company’s stockholders voted to adopt and approve the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Astro Stone Intermediate Holding, LLC and Astro Stone Merger Sub, Inc. by the votes indicated:
| For | | Against | | Abstentions |
| 20,830,720 | | 40,282 | | 9 |
Proposal 2. The Company’s stockholders voted to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement by the votes indicated:
| For | | Against | | Abstentions |
| 18,964,694 | | 897,761 | | 1,008,556 |
Proposal 3. The Company’s stockholders voted to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal by the votes indicated:
| For | | Against | | Abstentions |
| 20,539,775 | | 261,258 | | 69,978 |
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.
Date: October 19, 2021 | SELECT INTERIOR CONCEPTS, INC. |
| | | |
| | | |
| | By: | /s/ L.W. Varner, Jr. |
| | | Name: L.W. Varner, Jr. |
| | | Title: Chief Executive Officer |
