Hanger 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
Washington, D.C. 20549
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CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 21, 2022, Hanger, Inc., a Delaware corporation (the “Company” or “Hanger”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hero Parent, Inc., a Delaware corporation (“Parent”), and Hero Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, and upon the satisfaction or waiver of the conditions to closing set forth therein, Parent will acquire Hanger in a cash merger with Merger Sub merging with and into Hanger (the “Merger”) and Hanger surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are indirect subsidiaries of funds managed and advised by Patient Square Capital.
The Company held a Special Meeting of Stockholders at 10:00 a.m. Central time on September 30, 2022 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on two proposals as set forth below, each of which was described in detail in the Company’s definitive proxy statement, dated August 26, 2022 and as amended and supplemented on September 20, 2022, as filed with the Securities and Exchange Commission (the “Proxy Statement”). The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below (proposal numbers correspond to the proposal numbers used in the Proxy Statement).
As of the close of business on the record date for the Special Meeting, which was August 24, 2022, there were 39,123,266 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 32,929,503 shares of Common Stock, representing approximately 84% of the shares of Common Stock outstanding as of the record date for the Special Meeting, were represented in person or by proxy and entitled to vote at the Special Meeting, and constituted a quorum to conduct business at the Special Meeting.
| 1. | Proposal 1: The approval of a proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger. |
This proposal was approved as set forth below:
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes |
| 32,813,895 | 60,551 | 55,057 | - |
| 2. | Proposal 3: The approval, on a non-binding, advisory basis, of certain compensation that will or may become payable to the Company’s named executive officers in connection with the Merger. |
This proposal was approved as set forth below:
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes |
| 24,461,825 | 7,173,636 | 1,294,042 | - |
In light of the approval of Proposal 1, Proposal 2 described in the Proxy Statement (relating to the adjournment of the Special Meeting if necessary or appropriate) was rendered moot and was not presented at the Special Meeting.
| Item 8.01 | Other Events. |
On September 30, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release Issued by Hanger, Inc. on September 30, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HANGER, INC. | ||
| By: | /s/ Thomas E. Hartman | |
| Thomas E. Hartman | ||
| Senior Vice President, General Counsel and Secretary | ||
Dated: September 30, 2022