Item 5.07 Submission of Matters to a Vote of Security Holders.
At a Special Meeting of Stockholders of Cardtronics, Inc. (the Company) held on June 28, 2016 (the Special Meeting), stockholders considered a proposal to approve the adoption of the Agreement and Plan of Merger, dated April 27, 2016 (the Merger Agreement), by and among Cardtronics, Inc., our current public holding company (Cardtronics Delaware), Cardtronics Group Limited, which was re-registered as an English public limited company and renamed Cardtronics plc (Cardtronics plc), CATM Holdings LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of Cardtronics Delaware (Cardtronics HoldCo), and CATM Merger Sub LLC, a newly formed Delaware limited liability company and indirect, wholly-owned subsidiary of Cardtronics Delaware (Cardtronics MergeCo), whereby Cardtronics MergeCo will merge (the Merger) with and into Cardtronics Delaware, with Cardtronics Delaware surviving the Merger as an indirect, wholly-owned subsidiary of Cardtronics plc.
In addition, stockholders considered a proposal to approve certain mandatory offer provisions proposed to be included in Cardtronics plcs articles of association.
If necessary or appropriate, stockholders would have considered a proposal to approve any motion to adjourn the Special Meeting to another time or place if necessary or as appropriate to (i) solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement, (ii) provide to Cardtronics Delaware stockholders any supplement or amendment to the proxy statement/prospectus, or (iii) disseminate any other information that is material to Cardtronics Delaware stockholders voting at the Special Meeting.
At the Special Meeting, the Merger Agreement and the mandatory offer provisions were approved by the requisite vote of the stockholders. Set forth below are the voting results for the proposals.
The Company intends to proceed with completing the Merger early in the third quarter.
Proposal No. 1:
Approve the adoption of the Merger Agreement by and among Cardtronics Delaware and its newly formed subsidiaries, Cardtronics plc, Cardtronics HoldCo and Cardtronics MergeCo:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
40,643,182
|
|
103,782
|
|
246,499
|
|
0
|
Proposal No. 2:
Approve the mandatory offer provisions proposed to be included in Cardtronics plcs articles of association:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
39,906,015
|
|
840,749
|
|
246,699
|
|
0
|
Proposal No. 3:
Approve any motion to adjourn the Special Meeting to another time or place if necessary or as appropriate to (i) solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement, (ii) provide to Cardtronics Delaware stockholders any supplement or amendment to the proxy statement/prospectus, or (iii) disseminate any other information that is material to Cardtronics Delaware stockholders voting at the Special Meeting.
Because the stockholders approved the adoption of the Merger Agreement, Proposal No. 3 was not presented to stockholders for a vote at the Special Meeting.