Triton International Limited filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 24, 2023, Triton International Limited (the “Company” or “Triton”) held a special general meeting of its shareholders (the “Special Meeting”) to consider and act upon the following proposals as set forth in the Notice of Special Meeting and the Company’s definitive proxy statement for the Special Meeting filed with the U.S. Securities and Exchange Commission (“SEC”) on July 6, 2023 (as supplemented by the Company’s Current Report on Form 8-K filed with the SEC on August 17, 2023, the “Definitive Proxy Statement”):
| 1. | A proposal to approve and adopt (a) the Agreement and Plan of Merger, dated as of April 11, 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among Triton, Brookfield Infrastructure Corporation, a corporation formed under the Laws of British Columbia (“BIPC”), Thanos Holdings Limited, an exempted company limited by shares incorporated under the Laws of Bermuda (“Parent”), and Thanos MergerSub Limited, an exempted company limited by shares incorporated under the Laws of Bermuda and a subsidiary of Parent (“Merger Sub”), (b) the form of Statutory Merger Agreement (as it may be amended from time to time, the “Statutory Merger Agreement”), by and among Triton, BIPC, Parent, and Merger Sub, substantially in the form set forth in Exhibit B to the Merger Agreement, pursuant to which Merger Sub will merge with and into Triton (the “Merger”), with Triton continuing as the surviving company and a subsidiary of Parent and (c) the transactions contemplated thereby, including the Merger (the “Merger Proposal”). |
| 2. | A proposal to approve, on an advisory (non-binding) basis, certain merger-related executive officer compensation that may be paid or become payable to Triton’s NEOs (as defined in the Definitive Proxy Statement) in connection with the Merger (the “Compensation Proposal”). |
| 3. | A proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal, (the “Adjournment Proposal”). |
Of the 55,062,013 common shares of Triton, par value $0.01 per share (“Common Shares”) and 29,200,000 Series A—E preference shares of Triton (collectively, “Preference Shares”) issued and outstanding as of July 3, 2023, the record date, 42,090,848 Common Shares and 11,561,978 Preference Shares were present virtually or represented by proxy, constituting quorum.
Approval of the Merger Proposal and the Adjournment Proposal required the affirmative vote of a majority of the votes cast on each proposal by holders of Common Shares and Preference Shares voting together as if they were a single class. Approval of the Compensation Proposal, on an advisory (non-binding) basis, required the affirmative vote of a majority of the votes cast on the proposal by the holders of Common Shares entitled to vote at the Special Meeting.
The final voting results for each proposal are set forth below:
Proposal 1: The Merger Proposal
The Merger Proposal was approved by the holders of Common Shares and Preference Shares, based upon the voting results set forth below.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 51,299,980 | 842,142 | 1,510,704 | — |
Proposal 2: The Compensation Proposal
The Compensation Proposal was approved by the holders of Common Shares, based upon the voting results set forth below.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 40,388,526 | 997,906 | 704,416 | — |
Proposal 3: The Adjournment Proposal
Because there were sufficient votes to approve the Merger Proposal, the Adjournment Proposal was not presented.
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.
| TRITON INTERNATIONAL LIMITED | ||||||
| Date: August 24, 2023 | By: | /s/ Carla Heiss | ||||
| Carla L. Heiss | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||