Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed, on March 28, 2022, Schweitzer-Mauduit International,
Inc., a Delaware corporation ("SWM"), Neenah, Inc., a Delaware corporation
("Neenah") and Samurai Warrior Merger Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of SWM ("Merger Sub"), entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger
Agreement, and subject to the terms and conditions thereof, Merger Sub will
merge with and into Neenah (the "Merger"), with Neenah surviving the Merger as a
wholly-owned subsidiary of SWM.
On June 29, 2022, Neenah held a special meeting of its shareholders. At the
special meeting, shareholders voted on the following matters: (1) a proposal to
approve and adopt the Merger Agreement and the transactions contemplated
thereby, including the Merger (the "Neenah merger proposal"); (2) a proposal to
approve, on an advisory (non-binding) basis, the compensation that may be paid
or become payable to Neenah's named executive officers that is based on or
otherwise relates to the merger (the "Neenah compensation proposal") and (3) a
proposal to approve the adjournment of the Neenah special meeting from time to
time, if determined by the chairperson of the meeting to be necessary or
appropriate, including adjournments to permit further solicitation of proxies in
favor of the Neenah merger proposal or to ensure that any supplement or
amendment to the joint proxy statement/prospectus is timely provided to Neenah
stockholders (the "Neenah adjournment proposal").
A total of 15,194,471 shares of Neenah common stock were present or represented
by proxy at the meeting. This represented approximately 90.50% of the shares of
Neenah common stock that were outstanding and entitled to vote at the Neenah
special meeting, constituting a quorum for all matters to be presented at the
Neenah special meeting.
The results of the shareholders' votes are reported below:
1. With respect to the approval of the Neenah merger proposal, the votes were as
follows:
For Against Abstain Broker Non-Votes
14,626,503 541,602 26,366 -
2. With respect to the approval of the Neenah compensation proposal, the votes
were as follows:
For Against Abstain Broker Non-Votes
14,344,893 769,299 80,279 -
3. With respect to the approval of the Neenah adjournment proposal, the votes
were as follows:
For Against Abstain Broker Non-Votes
13,311,704 1,797,674 85,093
-
With respect to proposal number three, the Neenah adjournment proposal, although
the vote was taken, no motion to adjourn was made because the Neenah merger
proposal had passed.
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