Item 5.07 Submission of Matters to a Vote of Security Holders
A special meeting (the “Special Meeting”) of Sovos Brands, Inc. (the “Company”) stockholders was held at 9:00 a.m. Mountain Time, on October 16, 2023, to consider and vote upon (1) a proposal to adopt the Agreement and Plan of Merger, (“Campbell”), and Premium Products Merger Sub, Inc., a wholly-owned subsidiary of Campbell (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”) and the Company will become a wholly owned subsidiary of Campbell; and (2) a proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement (the “Adjournment Proposal”). Each of the proposals is described in greater detail in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on September 13, 2023. The closing of the Merger remains subject to various closing conditions, including regulatory approval. The Company expects that the transaction will close during the fourth quarter of 2023, assuming that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the Merger has expired or been terminated in this period.
As of September 12, 2023, the record date for the Special Meeting, 101,329,105 shares of Company common stock were outstanding and entitled to vote. 93,665,976 shares of Company common stock were represented in person or by proxy at the Special Meeting, constituting a quorum.
The final voting results for the proposals at the Special Meeting are set forth below.
| 1. | Proposal No. 1: Adoption of the Merger Agreement. The proposal to adopt the Merger Agreement was approved by the affirmative vote of approximately 92.37% of the shares of Company common stock entitled to vote at the Special Meeting. The results of the vote were as follows: |
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
| | | | | | |
93,604,250 | | 8,007 | | 53,719 | | - |
| 2. | Proposal No. 2: Adjournment Proposal. Because the Company’s stockholders approved the proposal to adopt the Merger Agreement, the vote was not called on the Adjournment Proposal. |
Item 7.01.Regulation FD Disclosure
On October 16, 2023, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K regarding the proposed transaction, including any statements regarding the expected timetable for completing the proposed transaction, and any other statements regarding future expectations or future events or outcomes that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
