FTS International Inc. 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
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FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On March 3, 2022, FTS International, Inc. (the “Company” or “FTSI”), convened a special meeting of stockholders (the “Special Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger, dated October 21, 2021, as amended on March 1, 2022 (the “Merger Agreement”), by and among FTSI, ProFrac Holdings, LLC (“Parent”) and ProFrac Acquisitions, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into FTSI, with FTSI continuing as the surviving corporation and as a majority owned subsidiary of Parent (the “Merger”). As a result of the Merger, FTSI will no longer be publicly held. FTSI common stock will be delisted from the NYSE American and deregistered under the Securities Exchange Act of 1934, as amended.
There were 13,837,746 shares of Class A common stock, par value $0.01 per share, of FTSI (“Class A Common Stock”) and 312,306 shares of Class B common stock, par value $0.01 per share, of FTSI (“Class B Common Stock” and, together with the Class A Common Stock, the “Shares”), in each case, issued and outstanding as of January 21, 2022, the record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 10,514,532 Shares were present via webcast or represented by proxy, representing approximately 74.30% of the total outstanding Shares as of the Record Date, which constituted a quorum. Holders of approximately 71.54% of the outstanding Shares, and holders of approximately 64.69% of the outstanding Shares other than Shares held by Parent or any of its Affiliates, voted to approve the Merger Agreement. Under the Merger Agreement, unless waived by the Company, the affirmative vote of at least a majority of the outstanding Shares other than Shares held by Parent or any of its Affiliates is a condition to the Company’s obligation to consummate the Merger.
At the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed by FTSI with the Securities and Exchange Commission on January 24, 2022):
Proposal 1 - The Merger Proposal: To approve and adopt the Merger Agreement (the “Merger Proposal”), dated October 21, 2021.
Proposal 2 - The Merger Compensation Proposal: To approve, on a non-binding advisory basis, certain compensation that will or may be paid by FTSI to its named executive officers that is based on or otherwise relates to the Merger.
Proposal 3 - The Adjournment Proposal: To approve the adjournment of the Special Meeting, including if necessary, to solicit additional proxies in favor of Proposal 1, the Merger Proposal, if there are not sufficient votes at the time of such adjournment to approve the Merger Proposal. Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because FTSI’s stockholders approved Proposal 1.
A summary of the voting results for each proposal is set forth below.
| Proposal No. 1 – Merger Proposal | ||||
| Outstanding Shares | ||||
| Votes For | Votes Against | Abstentions | ||
| 10,124,258 | 389,965 | 309 | ||
| Outstanding Shares Other Than Shares Held By Parent or Any of Its Affiliates | ||||
| Votes For | Votes Against | Abstentions | ||
| 7,374,258 | 389,965 | 309 | ||
| Proposal No. 2 – Merger Compensation Proposal | ||||
| Votes For | Votes Against | Abstentions | ||
| 6,524,504 | 3,070,673 | 919,355 | ||
| Proposal No. 3 – Adjournment Proposal | ||||
| Votes For | Votes For | Abstentions | ||
| 9,905,211 | 382,436 | 226,825 | ||
| Item 8.01. | Other Events |
On March 3, 2022, FTSI issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description |
| 99.1 | Press Release, dated March 3, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, FTS International, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 3, 2022
| FTS INTERNATIONAL, INC. | |||
| By: | /s/ Jared Vitemb | ||
| Name: | Jared Vitemb | ||
| Title: | Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | ||