SEC Filings

8-K
SPECTRUM BRANDS HOLDINGS, INC. filed this Form 8-K on 07/13/2018
Entire Document
 


6. Proposal to amend the Company’s certificate of incorporation to include, among others, changing Spectrum’s corporate name from “HRG Group, Inc.” to “Spectrum Brands Holdings, Inc.”

 

For

 

Against

 

Abstentions

 

Broker

Non-Votes

180,381,216   31,789   196,151   0

The proposal was approved, having received “for” votes from a majority of the outstanding shares of Company Common Stock entitled to vote generally in the election of directors.

7. Proposal to issue shares of Company Common Stock in connection with the Merger Agreement.

 

For

 

Against

 

Abstentions

 

Broker

Non-Votes

180,283,000   124,129   202,027   0

The proposal was approved, having received “for” votes from a majority of votes cast by HRG stockholders present in person or by proxy at the Special Meeting and entitled to vote on the proposal.

8. Proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the foregoing proposals.

 

For

 

Against

 

Abstentions

 

Broker

Non-Votes

177,133,492   3,468,385   7,279   0

The proposal was approved, having received “for” votes from a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting. Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the foregoing proposals.

9. Proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Spectrum’s named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement.

 

For

 

Against

 

Abstentions

 

Broker

Non-Votes

166,750,501   13,659,730   198,925   0

The proposal was approved, having received “for” votes from a majority of the shares present in person or by proxy at the Special Meeting and entitled to vote on the proposal.

Item 7.01. Regulation FD Disclosure.

On July 13, 2018, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.

On July 13, 2018, the Company released a press release announcing the completion of the Merger, which is filed herewith as Exhibit 99.2 and incorporated by reference herein.

The information disclosed under this Item 7.01, including Exhibits 99.1 and 99.2, shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.