| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On October 10, 2023, Heritage-Crystal Clean, Inc. (“HCCI” or the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of July 19, 2023 (the “Merger Agreement”), by and among the Company, JFL-Tiger Acquisition Co., Inc., a Delaware corporation (“Parent”), and JFL-Tiger Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”).
As of the close of business on August 28, 2023, the record date for the Special Meeting, there were 24,342,717 shares of common stock of the Company, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 21,642,187 shares of Common Stock, representing approximately 88.9% of the voting power of the issued and outstanding shares of Common Stock as of the record date, were present in person or represented by proxy, constituting a quorum.
At the Special Meeting, the following proposals were considered:
| |
1. |
a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”); |
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2. |
a proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Compensation Proposal”); and |
| |
3. |
a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement (the “Adjournment Proposal”). |
The Merger Agreement Proposal and the Compensation Proposal were approved by the requisite vote of the Company’s stockholders. The Adjournment Proposal was not presented at the Special Meeting, as there were sufficient votes to approve the proposal to adopt the Merger Agreement at the Special Meeting.
Final voting results for each such proposal are described below. For more information on each of these proposals, see the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on August 31, 2023.
1. Merger Agreement Proposal:
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|
|
|
|
| For |
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Against |
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Abstain |
| 20,450,761 |
|
589,011 |
|
602,415 |
2. Compensation Proposal:
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|
|
|
|
| For |
|
Against |
|
Abstain |
| 11,427,542 |
|
9,291,557 |
|
923,088 |