Trean Insurance Group 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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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): April 18, 2023
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(952 ) 974-2200
(Registrant’s telephone number, including area code)
(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):
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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
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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 April 18, 2023, Trean Insurance Group, Inc., a Delaware corporation (the “Company”) held a special meeting of stockholders (the
“Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 16, 2023, as supplemented on April 12, 2023. A total of 51,238,218 shares of the
Company’s common stock were entitled to vote at the close of business on March 13, 2023, the record date for the Special Meeting, and approximately 45,256,922 shares of the Company’s common stock issued and outstanding were present at the Special
Meeting or represented by proxy at the Special Meeting, representing approximately 88.3% of those shares entitled to vote, which constituted a quorum.
Each of the proposals upon which the Company’s stockholders voted at the Special Meeting, and the final, certified results reported
by the Company’s inspector of elections, Anthony P. Carideo, are set forth below:
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1.
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The proposal to adopt the Agreement and Plan of Merger, dated December 15, 2022 (the “Merger Agreement”), by and among the Company, Treadstone Parent Inc. (“Parent”), and Treadstone Merger Sub Inc. (“Merger Sub”), and approve the merger of Merger
Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent, and the other transactions contemplated by the Merger Agreement, was approved by both (1) the
affirmative vote of the Unaffiliated Stockholders (as defined in the Merger Agreement) holding a majority of the aggregate voting power of the outstanding shares of the Company’s common stock beneficially owned by the Unaffiliated
Stockholders and (2) the affirmative vote of stockholders holding a majority of the aggregate voting power of the outstanding shares of the Company’s common stock owned by all of the Company’s stockholders and entitled to vote at the
Special Meeting, as set forth below:
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The voting results of the Unaffiliated Stockholders are as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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16,135,436
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63,370
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411,385
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—
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The voting results of the Company’s stockholders, generally, are as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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44,782,167
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63,370
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411,385
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2.
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The proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there were insufficient
votes at the time of the Special Meeting to approve the Merger Agreement or to seek a quorum if one was not initially obtained was not called because the proposal to adopt the Merger Agreement was approved. If such proposal had been called,
the vote would have been as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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43,982,027
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865,710
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409,185
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—
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| ITEM 8.01. |
OTHER EVENTS.
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On April 18, 2023, the Company issued a press release announcing the results of the Special Meeting. The press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
| ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits.
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Exhibit No.
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Description
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Press Release of Trean Insurance Group, Inc., issued April 18, 2023
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
| Date: April 18, 2023 | ||
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TREAN INSURANCE GROUP, INC.
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By:
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/s/ Nicholas J. Vassallo
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Name:
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Nicholas J. Vassallo
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Title:
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Chief Financial Officer
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