Arcadium Lithium plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 23, 2024, Arcadium Lithium plc, a public limited company organized under the Laws of the Bailiwick of Jersey (“Arcadium” or the “Company”), held a special court-ordered meeting of shareholders (the “Scheme Meeting”) and an extraordinary general meeting of shareholders (the “Company GM”), in each case, in connection with the previously announced transaction with Rio Tinto BM Subsidiary Limited, a private limited company incorporated under the Laws of England & Wales (the “Buyer”), pursuant to which all of the ordinary shares, par value $1.00 per share, of the Company (the “Company Shares”), including the Company Shares represented by CHESS depositary interests issued by the Company and listed on the financial market operated by ASX Limited, then outstanding shall be transferred from the shareholders of the Company to Buyer in exchange for the right to receive an amount in cash, without interest, equal to $5.85 per Company Share.
As of November 18, 2024, the record date for the Scheme Meeting and Company GM, there were 1,075,658,355 Company Shares in issue and entitled to vote at each of the Scheme Meeting and the Company GM. At the Scheme Meeting, the holders of 722,544,479 Company Shares, representing approximately 67.17% of the issued Company Shares entitled to vote at the Scheme Meeting were present in person or virtually or represented by proxy, constituting a quorum to conduct business. At the Company GM, the holders of 712,861,602 Company Shares, representing approximately 66.27% of the issued Company Shares entitled to vote at the Company GM were present in person or virtually or represented by proxy, constituting a quorum to conduct business. The final results of voting on each of the items submitted to a vote of the shareholders at the Scheme Meeting and the Company GM are as follows:
Scheme Meeting
Scheme Proposal: To approve the scheme of arrangement in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Royal Court of Jersey.
The following votes were cast at the meeting (in person or by proxy) and the proposal was approved by the required majority in number of the Company shareholders on the Company’s register representing 75% or more of the votes cast by those Company shareholders who voted in person or by proxy at the Scheme Meeting:
| Votes For | Votes Against | |||
| Company Shareholders on the Company’s register in Number | 176 | 17 | ||
| Votes Cast | 708,235,861 | 14,308,618 |
Company GM
Compensation Proposal: To approve, on a non-binding, advisory basis, specified golden parachute compensatory arrangements between the Company and its named executive officers relating to the transaction.
The following advisory votes were cast at the meeting (in person or by proxy) and the proposal was approved by the required majority of the votes cast by the Company shareholders who voted in person or by proxy at the Company GM:
| Votes For | Votes Against | Votes Abstained | ||
| 663,302,442 | 47,121,794 | 2,437,366 |
Scheme and Articles Amendment Proposal: To authorize the directors of the Company to take all such actions as they consider necessary or appropriate for carrying the scheme of arrangement into effect and to amend the articles of association of the Company so that any Company Shares that are issued on or after the Voting Record Time (as defined in the scheme of arrangement) to persons other than the Buyer or its nominees will either be subject to the terms of the scheme of arrangement or immediately and automatically acquired by it and/or its nominees for the scheme consideration.
The following votes were cast at the meeting (in person or by proxy) and the proposal was approved by the required 66 2/3% of the votes cast by the Company shareholders who voted in person or by proxy at the Company GM:
| Votes For | Votes Against | Votes Abstained | ||
| 697,926,394 | 13,800,589 | 1,134,619 |
| Item 8.01 | Other Events. |
On December 23, 2024, Arcadium issued a press release announcing the results of the Scheme Meeting and the Company GM. A copy of this press release is attached hereto as Exhibit 99.1 to this report and is incorporated by reference herein.
Forward-Looking Statements
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this Current Report on Form 8-K (this “Form 8-K”) are forward-looking statements. In some cases, we have identified forward-looking statements by such words or phrases as “will likely result,” “is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends” or similar expressions identifying “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words and phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for the Company based on currently available information. There are important factors that could cause Arcadium’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the factors described under the caption entitled “Risk Factors” in Arcadium’s 2023 Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 29, 2024, as well as other SEC filings and public communications. Although Arcadium believes the expectations reflected in the forward-looking statements are reasonable, Arcadium cannot guarantee future results, level of activity, performance or achievements. Moreover, neither Arcadium nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Arcadium is under no duty to update any of these forward-looking statements after the date of this Form 8-K to conform its prior statements to actual results or revised expectations.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit | Description |
| 99.1 | Press Release, dated December 23, 2024. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARCADIUM LITHIUM PLC | |||
| By: | /s/ Gilberto Antoniazzi | ||
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Name: Title: |
Gilberto Antoniazzi Vice President and Chief Financial Officer | ||
Dated: December 23, 2024