TESSCO Technologies Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
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)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
(
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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. |
TESSCO Technologies Incorporated (the “Company” or “Tessco”) held a Special Meeting of Stockholders (the “Special Meeting”) on July 13, 2023, exclusively online via a live audio webcast in a virtual meeting format. Of the 9,249,704 shares of common stock outstanding and entitled to vote on all matters as of the record date for the Special Meeting, 7,121,187 or approximately 79% were present in person or by proxy. Therefore, a quorum was present.
At the Special Meeting, Tessco stockholders voted on the proposals set forth below relating to the Agreement and Plan of Merger, dated as of April 11, 2023 by and among Tessco, Alliance USAcqCo 2, Inc., a Delaware corporation, and Alliance USAcqCo 2 Merger Sub, Inc., a Delaware corporation. The following identifies the proposals considered by the Company’s stockholders at the Special Meeting, as well as the results of the votes cast at the meeting.
1. Merger Proposal. To adopt the Agreement and Plan of Merger, dated as of April 11, 2023 by and among Tessco, Alliance USAcqCo 2, Inc., a Delaware corporation (“Parent”), and Alliance USAcqCo 2 Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which Tessco would be acquired by way of a merger with and into Merger Sub with Tessco surviving the merger and becoming a wholly owned subsidiary of Parent (referred to as the “Merger”).
| For | Against | Abstain | Broker Non-Vote |
| 7,060,065 | 56,499 | 4,623 | 0 |
2. Merger -Related Compensation Proposal. To approve, on an advisory, non-binding basis, certain compensation that may be paid or become payable to Company named executive officers in connection with the Merger.
| For | Against | Abstain | Broker Non-Vote |
| 6,667,838 | 243,849 | 209,500 | 0 |
Accordingly, the Merger Proposal and the Merger-Related Compensation Proposal were each approved at the Special Meeting. Because the Merger Proposal was approved at the Special Meeting, no vote was called on the Adjournment Proposal, as described in the proxy statement for the Special Meeting filed on June 8, 2023.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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.
| TESSCO Technologies Incorporated | ||
| By: | /s/ Aric M. Spitulnik | |
| Aric M. Spitulnik | ||
| Chief Financial Officer and Senior Vice President | ||
| Dated: July 14, 2023 | ||