The ExOne Company 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, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The ExOne Company (“ExOne”) held a special meeting of stockholders (the “Special Meeting”) on November 9, 2021. At the Special Meeting, ExOne’s stockholders voted on three proposals, each of which was described in ExOne’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 8, 2021. At the close of business on October 4, 2021, the record date for the Special Meeting, there were 22,361,254 shares of common stock, $0.01 par value per share, of ExOne outstanding and entitled to vote. A total of 14,961,779 shares of common stock were voted virtually or by proxy, representing 66.90% of the shares of common stock outstanding and entitled to vote, which constituted a quorum to conduct business at the Special Meeting. The final voting results with respect to each proposal considered and voted upon at the Special Meeting are set forth below.
Proposal 1
ExOne stockholders voted to adopt the Agreement and Plan of Merger, dated as of August 11, 2021 (the “Merger Agreement”), by and among Desktop Metal, Inc., a Delaware corporation (“Desktop Metal”), Texas Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Desktop Metal (“Merger Sub I”), Texas Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Desktop Metal (“Merger Sub II”), and ExOne, pursuant to which Merger Sub I will merge with and into ExOne (the “First Merger”), and immediately thereafter ExOne, as the surviving corporation of the First Merger, will merge with and into Merger Sub II (the “Second Merger,” and together with First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger and continuing as a wholly owned subsidiary of Desktop Metal (the “Merger Proposal”):
| For: 14,873,549 |
| Against: 72,861 |
| Abstained*: 15,369 |
| Broker Non-Votes*: 0 |
| Percentage of Votes Cast in Favor of Total Shares Represented at the Special Meeting: 99.41% |
| * | Abstentions are counted towards the vote total for the Merger Proposal and have the same effect as “Against” votes. Broker non-votes have the same effect as a vote “Against” the Merger Proposal. |
Proposal 2
ExOne stockholders voted to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to ExOne’s named executive officers in connection with the Mergers (the “Advisory Executive Compensation Proposal”):
| For: 13,930,428 |
| Against: 818,552 |
| Abstained**: 212,799 |
| Broker Non-Votes**: 0 |
| Percentage of Votes Cast in Favor of Total Shares Represented at the Special Meeting: 93.10% |
| ** | Abstentions are counted towards the vote total for the Advisory Executive Compensation Proposal and have the same effect as “Against” votes. Broker non-votes have no effect on the outcome of the voting on the Advisory Executive Compensation Proposal. |
Proposal 3
ExOne stockholders voted to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”):
| For: 14,010,456 |
| Against: 929,747 |
| Abstained***: 21,576 |
| Broker Non-Votes***: 0 |
| Percentage of Votes Cast in Favor of Total Shares Represented at the Special Meeting: 93.64% |
| *** | Abstentions are counted towards the vote total for the Adjournment Proposal and have the same effect as “Against” votes. Broker non-votes have no effect on the outcome of the voting on the Adjournment Proposal. |
On November 9, 2021, ExOne issued a press release announcing the results of the voting at the Special Meeting. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of The ExOne Company dated November 9, 2021 | |
| 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 hereunto duly authorized.
| November 10, 2021 (Date) |
The ExOne Company (Registrant) | |||||
| /s/ Loretta L. Benec | ||||||
| Loretta L. Benec | ||||||
| Vice President, General Counsel and Corporate Secretary | ||||||