KENN CAPI Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, Kensington's stockholders approved the Business Combination Proposal and the Merger Proposal, in each case as defined and described in greater detail in the Proxy Statement.
The approval of the Business Combination Proposal required the affirmative vote (in person or by proxy) of holders of a majority of the outstanding shares of Kensington's Common Stock entitled to vote and actually voted thereon at the Special Meeting, voting as a single class. The approval of the Merger Proposal required the affirmative vote (in person or by proxy) of holders of a majority of the outstanding shares of Kensington's Common Stock entitled to vote thereon at the Special Meeting, voting as a single class. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to Kensington's stockholders as the Business Combination Proposal and the Merger Proposal each received a sufficient number of votes for approval.
Set forth below are the final voting results for the Business Combination Proposal and the Merger Proposal:
Proposal 1: The Business Combination Proposal
The Business Combination Agreement, dated as of
For Against Abstentions 20,893,692 1,014,190 105,458
Proposal 2: The Merger Proposal
The Merger, pursuant to which Merger Sub will merge with and into Kensington
with Kensington as the surviving company and each share of Kensington's Class A
common stock and Class B common stock outstanding immediately prior to the
effective time of the Merger (other than certain customarily excluded shares)
will be converted into and become one share of new Kensington common stock, and
each such share of new Kensington common stock will immediately thereafter be
exchanged by means of a contribution in kind in exchange for the issuance of
Holdco Class A shares, whereby
For Against Abstentions
20,893,518 1,014,172 105,650
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Item 7.01. Regulation FD Disclosure.
Kensington expects the Business Combination to close on
Forward-Looking Statements
This Current Report on Form 8-K includes, or incorporates by reference, certain
statements that are not historical facts but are forward-looking statements for
purposes of the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding estimates and forecasts of revenue and
other financial and performance metrics, projections of market opportunity,
expectations and timing related to product development, potential benefits of
the Transactions, and expectations related to the terms and timing of the
Transactions. These statements are based on various assumptions and on the
current expectations of Kensington's and the Company's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Kensington and the Company.
These forward looking statements are subject to a number of risks and
uncertainties, including general economic, financial, legal, political and
business conditions and changes in domestic and foreign markets; the outcome of
judicial proceedings to which Kensington or the Company may become a party
(including any legal proceedings that may be instituted against Kensington or
the Company regarding the Transactions); the inability of the parties to
successfully or timely consummate the Transactions or to satisfy the other
conditions to the closing of the Transactions, including the risk that any
required regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company; the
risk that the approval of the stockholders of Kensington for the Transactions is
not obtained; failure to realize the anticipated benefits of the Transactions,
including as a result of a delay in consummating the Transactions or difficulty
in, or costs associated with, integrating the businesses of Kensington and the
Company; the amount of redemption requests made by Kensington's stockholders;
the occurrence of events that may give rise to a right of one or both of
Kensington and the Company to terminate the Business Combination Agreement;
risks related to the rollout of the Company's business, the development and
performance of the Company's products, and the timing of expected business
milestones; the risk that the Transactions disrupt Kensington's or the Company's
current plans and operations; the ability to grow and manage growth following
the Transactions; the effects of competition on the Company's future business;
and those factors discussed in the Registration Statement, as amended, under the
heading "Risk Factors," and other documents of Kensington filed, or to be filed,
with the
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