Superior Drilling Products 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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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Virtual Special Meeting of Stockholders (the “Meeting”) of Superior Drilling Products, Inc. (“SDPI” or the “Company”) on July 29, 2024, (a) to adopt the Agreement and Plan of Merger, dated as of March 6, 2024, among Drilling Tools International Corporation, DTI Merger Sub I, Inc., DTI Merger Sub II, LLC, and the Company, and the transactions contemplated thereby (the “Merger Proposal”), (b) a non-binding advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the merger (the “Merger Compensation Proposal”) and (c) an adjournment of the Meeting including, if necessary, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes for those proposals (the “Adjournment Proposal”) were proposed to be voted upon by the holders of the Common Stock. As to the approval of the Merger Agreement, and the transactions contemplated thereby, the results of the voting were as follows:
| Proposal | Number
of Votes Voted For |
Number
of Votes Voted Against |
Number of Votes Abstained |
|||
Merger Proposal |
23,414,353 | 45,958 | 3,595 |
The result of the vote on the Merger Compensation Proposal was as follows:
| Proposal | Number
of Votes Voted For |
Number
of Votes Voted Against |
Number of Votes Abstained |
|||
Merger Compensation Proposal |
23,054,146 | 228,556 | 181,204 |
The result of the vote on the Adjournment Proposal was as follows:
| Proposal | Number
of Votes Voted For |
Number
of Votes Voted Against |
Number of Votes Abstained |
|||
Adjournment Proposal |
23,258,401 | 61,542 | 143,963 |
Item 8.01. Other Events.
On July 30, 2024, the Company issued a press release announcing the results of the voting at the Virtual Special Meeting of the Stockholders of the Company. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Press release dated July 30, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
| Superior Drilling Products, Inc. | |
| Dated: July 30, 2024 | /s/ Christopher D. Cashion |
| Christopher D. Cashion | |
| Chief Financial Officer |