Archaea Energy Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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.
As previously announced, on October 16, 2022, Archaea Energy Inc., a Delaware corporation (the “Company” or “Archaea”), and LFG Acquisition Holdings LLC, a subsidiary of the Company (“Opco”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BP Products North America Inc., a Maryland corporation (“Parent”), Condor RTM Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Condor RTM LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Opco Merger Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Company Merger”), and Opco Merger Sub will be merged with and into Opco with Opco continuing as the surviving company and a wholly owned subsidiary of Parent (the “Opco Merger” and, together with the Company Merger, the “Mergers”).
On December 13, 2022, the Company held a special meeting of stockholders (the “Special Meeting”) at which the stockholders considered and voted upon the adoption of the Merger Agreement (the “Merger Proposal”). As of November 9, 2022, the record date for the Special Meeting (the “Record Date”), there were 120,645,305 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), issued and outstanding and entitled to be voted at the Special Meeting. Each holder of Common Stock is entitled to one vote for each share of Common Stock held by such stockholder on the Record Date. A total of 95,664,143 shares of Common Stock were present virtually or represented by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.
At the Special Meeting, the Company’s stockholders voted to approve the Merger Proposal. Approval by the Company’s stockholders of the Merger Agreement satisfies one of the conditions to closing of the Mergers, and the transaction remains subject to other customary closing conditions, including receipt of certain regulatory approvals.
Set forth below are the final voting results on the proposal considered and voted upon at the Special Meeting (the Merger Proposal), which is more fully described in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on November 14, 2022. The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement was not voted upon at the Special Meeting because there were sufficient votes to approve the Merger Proposal.
The Merger Proposal - The proposal to adopt the Merger Agreement was approved, with the following votes cast at the Special Meeting:
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 95,482,303 | 93,890 | 87,950 | 0 |
SIGNATURE
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.
Dated: December 13, 2022
| ARCHAEA ENERGY INC. | ||
| By: | /s/ Edward P. Taibi | |
| Name: | Edward P. Taibi | |
| Title: | General Counsel and Executive Vice President of Strategic Initiatives and Government Affairs | |