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): June 27, 2011
RURAL/METRO CORPORATION
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 0-22056 | 86-0746929 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
9221 East Via de Ventura
Scottsdale, Arizona
85258
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (480) 606-3886
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)) |
Section 5 — Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 27, 2011, at a special meeting of the stockholders of Rural/Metro Corporation, a Delaware corporation (the “Company”), the Company’s stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of March 28, 2011 (the “Merger Agreement”), by and among the Company, WP Rocket Holdings, LLC, a Delaware limited liability company (n/k/a WP Rocket Holdings Inc.) (“Parent”), and WP Rocket Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company, with the Company as the surviving corporation. The stockholders of the Company also voted to approve the proposal to adjourn the special meeting if necessary or appropriate to solicit additional proxies. The special meeting was not adjourned to a later date since the proposal to adopt the Merger Agreement was approved by the stockholders of the Company. The matters acted upon at the special meeting are described in more detail in the Proxy Statement filed by the Company with the Securities and Exchange Commission on May 26, 2011 (as supplemented), pursuant to which proxies were solicited.
The final voting results for each proposal are as follows:
Proposal 1: Adoption of the Merger Agreement
| For: | Against: | Withheld: | Abstentions: | Broker Non- Votes: | ||||
| 18,341,531 | 74,202 | 0 | 1,930 | 0 |
Proposal 2: Adjourn the Special Meeting to Solicit Additional Proxies
| For: | Against: | Withheld: | Abstentions: | Broker Non- Votes: | ||||
| 17,702,198 | 713,623 | 0 | 1,842 | 0 | ||||
A copy of the press release issued by the Company regarding the results of the stockholder vote at the special meeting of stockholders of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
Exhibit Number | Description of Exhibit | |
| 99.1 | Press Release of Rural/Metro Corporation, dated June 27, 2011 |
SIGNATURES
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.
| RURAL/METRO CORPORATION | ||||
| Date: June 27, 2011 | By: | /s/ Michael P. DiMino | ||
Michael P. DiMino President and Chief Executive Officer | ||||
EXHIBIT INDEX
Exhibit Number | Description of Exhibit | |
| 99.1 | Press Release of Rural/Metro Corporation, dated June 27, 2011 |
