Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed, onDecember 12, 2021 ,SPX FLOW, Inc. , aDelaware corporation (the "Company" or "FLOW"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), withLSF11 Redwood Acquisitions, LLC , aDelaware limited liability company ("Parent"),Redwood Star Merger Sub, Inc. , aDelaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), providing for, on the terms and subject to the conditions therein, the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are owned and controlled by funds managed byLone Star Fund XI, L.P. OnMarch 3, 2022 , the Company held a special meeting of stockholders (the "Special Meeting") to consider and vote upon several matters in connection with the proposed acquisition of FLOW by Parent by way of the Merger pursuant to the Merger Agreement. A total of 42,058,085 shares of FLOW's common stock were entitled to vote as of the close of business ofJanuary 31, 2022 , the record date for the Special Meeting, of which a quorum of 35,284,961 shares was present in person or represented by proxy at the Special Meeting. At this Special Meeting, holders of FLOW common stock were requested to vote upon: (1) the approval of the Merger Agreement (the "Merger Proposal"), and (2) the approval, on an advisory and non-binding basis, of certain compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger (the "Compensation Proposal"), which proposals are described in more detail in the definitive proxy statement filed with theSecurities and Exchange Commission onFebruary 1, 2022 . As there were sufficient affirmative stockholder votes at the time of the Special Meeting to approve the Merger Proposal, the proposal to approve one or more adjournments of the Special Meeting, if necessary and to the extent permitted by the Merger Agreement, to solicit additional proxies if FLOW had not obtained sufficient affirmative stockholder votes at the time of the Special Meeting, was rendered moot and was not submitted for a vote. The following actions were taken by FLOW's stockholders with respect to each of the foregoing items presented for a vote at the Special Meeting:
Proposal 1: FLOW's stockholders approved the Merger Proposal. The table below sets forth the voting results.
For Against Abstain
30,038,693 5,178,401 67,867
Proposal 2: FLOW's stockholders voted against the Compensation Proposal. The table below sets forth the voting results.
For Against Abstain 10,038,926 23,963,076 1,282,959 Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 99.1 Press Release ofSPX FLOW, Inc. datedMarch 3, 2022 . 104 Cover Page Interactive Data File (embedded in the
cover page formatted in Inline
XBRL).
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