| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 26, 2018, USG Corporation (the “Company”) held a special meeting of stockholders (the “special meeting”) to consider and vote upon the following proposals:
(1) to adopt the Agreement and Plan of Merger, dated as of June 10, 2018 (as it may be amended from time to time, the “merger agreement”), by and among the Company, Gebr. Knauf KG, a limited partnership (Kommanditgesellschaft) organized under the laws of Germany (“Knauf”), and World Cup Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Knauf (“Merger Sub”), pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub will be merged with and into the Company (the “merger”), with the Company continuing as the surviving corporation in the merger and an indirect, wholly-owned subsidiary of Knauf;
(2) to approve, on anon-binding, advisory basis, the compensation payments that will or may be paid or become payable to the Company’s named executive officers and that are based on or otherwise relate to the merger and the agreements and understandings pursuant to which such compensation will or may be paid or become payable (the “transaction-related named executive officer compensation”); and
(3) to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies, if there are insufficient votes to approve the proposal to adopt the merger agreement or in the absence of a quorum (the “adjournment proposal”).
As of August 21, 2018, the record date for the special meeting, 139,748,196 shares of the Company’s common stock were issued and outstanding and entitled to vote at the special meeting. At the special meeting, 124,024,143 shares of the Company’s common stock, representing approximately 88.74% of the outstanding shares of the Company’s common stock entitled to vote as of the record date for the special meeting, were represented in person or by proxy, which constituted a quorum.
Each of the three proposals was approved by the requisite vote of the Company’s stockholders. The final voting results for each proposal voted upon are set forth below. For more information on each of these proposals, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 23, 2018.
(1) The proposal to adopt the merger agreement was approved by the following vote:
| | | | | | | | | | |
Votes Cast For | | Votes Cast Against | | | | |
Number | | % of Votes
Outstanding | | Number | | % of Votes
Outstanding | | Abstain | | Broker
Non-Vote |
| 123,085,488 | | 88.07% | | 808,482 | | 0.57% | | 130,173 | | — |
(2) The proposal to approve, on anon-binding, advisory basis, the transaction-related named executive officer compensation was approved by the following vote:
| | | | | | | | | | |
Votes Cast For | | Votes Cast Against | | | | |
Number | | % of Votes
Cast | | Number | | % of Votes
Cast | | Abstain | | Broker
Non-Vote |
| 79,720,520 | | 64.54% | | 43,790,233 | | 35.45% | | 513,390 | | — |
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