Lydall, Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 14, 2021, Lydall, Inc., a Delaware corporation (“Lydall”), 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 as of June 21, 2021, as it may be amended from time to time (the “Merger Agreement”), by and among Lydall, Unifrax Holding Co., a Delaware corporation (“Parent”), Outback Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and solely with respect to certain payment obligations of Parent thereunder, Unifrax I LLC, a Delaware limited liability company, pursuant to which Merger Sub will merge with and into Lydall, with Lydall continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”). As a result of the Merger, Lydall will no longer be publicly held. Lydall common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.
There were 18,037,202 shares of common stock, par value $0.01 per share, of Lydall (“Lydall common stock”), issued and outstanding as of August 9, 2021, the record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 14,021,456 shares of Lydall common stock were present via webcast or represented by proxy, representing approximately 77.7% of the total outstanding shares of Lydall common stock as of the Record Date, which constituted a quorum. Holders of approximately 77.5% of shares of Lydall common stock outstanding voted to approve the Merger Agreement.
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 Lydall with the Securities and Exchange Commission on August 10, 2021):
Proposal 1 – The Merger Proposal: To approve and adopt the Merger Agreement (the “Merger Proposal”), dated June 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 Lydall 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 Lydall’s stockholders approved Proposal 1.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 – Merger Proposal
| Votes For | Votes Against | Abstentions | ||
| 13,972,617 | 29,332 | 19,507 |
Proposal No. 2 – Merger Compensation Proposal
| Votes For | Votes Against | Abstentions | ||
| 13,049,299 | 444,929 | 527,228 |
Proposal No. 3 – Adjournment Proposal
| Votes For | Votes Against | Abstentions | ||
| 12,726,870 | 873,837 | 420,749 |
Item 8.01 Other Events.
On September 14, 2021, Lydall 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.
| Exhibit Number | Description | |
| 99.1 | Press Release dated September 14, 2021. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lydall, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 14, 2021
| LYDALL, INC. | |||
| By: | /s/ Chad A. McDaniel | ||
| Name: | Chad A. McDaniel | ||
| Title: | Executive Vice President, General Counsel and Chief Administrative Officer | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release dated September 14, 2021. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |