ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On February 20, 2020, KEMET Corporation, a Delaware corporation (“KEMET”), held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals described in detail in KEMET’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 14, 2020, as supplemented by KEMET’s proxy supplement filed on February 4, 2020. The final voting results for each proposal are set forth below. As of January 9, 2020, the record date for the Special Meeting, there were 58,267,253 shares of KEMET common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, there were 41,150,352 shares represented in person or by proxy, which number constituted a quorum.
Proposal 1 – Approval of the Merger Proposal
At the Special Meeting, KEMET’s stockholders approved the proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of November 11, 2019, by and among KEMET, Yageo Corporation and Sky Merger Sub Inc. (as may be amended from time to time, the “Merger Agreement”), and the vote was as follows:
For
|
|
Against
|
|
Abstain
|
39,386,512
|
|
1,742,349
|
|
21,491
|
Proposal 2 – Approval of the Executive Compensation Proposal
At the Special Meeting, KEMET’s stockholders approved the proposal to approve, by a non-binding, advisory vote, compensation that will or may become payable by KEMET to its named executive officers in connection with the merger, and the vote was as follows:
For
|
|
Against
|
|
Abstain
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22,014,422
|
|
18,639,093
|
|
496,837
|
Proposal 3 – Approval of the Adjournment Proposal
In connection with the Special Meeting, KEMET also solicited proxies with respect to a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). Because KEMET’s stockholders approved the Merger Proposal, as noted above, the Adjournment Proposal was rendered moot and not presented.