UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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(Address of principal executive offices) (Zip Code)
(925 ) 949-5100
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On November 21, 2024, ARC Document Solutions, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). A summary of the matters voted upon by
stockholders at the Special Meeting is set forth below.
Proposal 1. The Merger Agreement Proposal
The Company’s stockholders approved and adopted the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time), dated as of August
27, 2024 (the “Merger Agreement”), by and among the TechPrint Holdings, LLC, a Delaware limited liability company (“Parent”), TechPrint Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and the Company,
pursuant to which Merger Sub will merge with and into the Company with the Company surviving the merger as the surviving corporation and a subsidiary of Parent (the “Merger”), and approved the transactions contemplated thereby, including the Merger
(“Merger Agreement Proposal”). The final voting results for the Merger Agreement Proposal are as follows:
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Votes For
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Votes Against
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Abstentions
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31,274,519
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1,455,989
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889,538
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Proposal 2. The Merger-Related Compensation Proposal.
The Company’s stockholders approved, on a nonbinding, advisory basis, certain compensation arrangements for the Company’s named executive officers in connection with the
Merger (the “Merger-Related Compensation Proposal”). The final voting results for the Merger-Related Compensation Proposal are as follows:
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Votes For
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Votes Against
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Abstentions
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27,739,291
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3,198,370 |
2,682,385
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Proposal 3. The Adjournment Proposal.
In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve one or more proposals to adjourn the Special Meeting, if
necessary or appropriate, including adjournments to solicit additional proxies if there were insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting (“Adjournment Proposal”). The Adjournment Proposal was
approved by the requisite vote of the Company’s stockholders. However, adjournment of the Special Meeting was deemed unnecessary because there was a quorum present and there was a sufficient number of shares of the Company’s common stock present at
the time of the Special Meeting to approve the Merger Agreement Proposal.
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Votes For
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Votes Against
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Abstentions
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30,677,007
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2,282,450
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660,589
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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.
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ARC Document Solutions, Inc.
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Date: November 21, 2024
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By:
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/s/ Tracey Luttrell
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Name:
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Tracey Luttrell
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Title:
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Corporate Counsel & Corporate Secretary
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