FI Fiserv Inc

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Company held its 2021 annual general meeting of shareholders (the “Annual Meeting”) on September 10, 2021. The following are the final voting results on the proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement / prospectus filed with the Securities and Exchange Commission on August 6, 2021 (the “Proxy Statement”).

 

At the close of business on August 13, 2021, the record date for the Annual Meeting, 228,397,296 shares of the Company’s common stock, each with a nominal value of €0.01 per share (“Frank’s Common Stock”), were entitled to vote at the Annual Meeting.

 

As set forth in the Proxy Statement, the Company indicated its intention to treat proposals 5, 11 and 17 as “non-routine” matters. Under applicable New York Stock Exchange (“NYSE”) rules, brokers and other nominees do not have discretionary authority to vote for non-routine matters without receiving specific voting instructions from their customers. However, on September 9, 2021, the NYSE notified the Company that it deems proposals 5, 11 and 17 to be “routine” matters, meaning that brokers were permitted to vote shares on such proposals without specific instructions despite the Company’s designation of such proposals as non-routine matters. Accordingly, brokers’ votes on proposals 5, 11 and 17 were tabulated in accordance with the NYSE’s determination that they were routine matters and therefore there are no “Broker Non-Votes” recorded for such proposals. Each of proposals 5, 11 and 17 would have obtained the vote required for approval even if the uninstructed broker votes with respect to such proposal had all been tabulated as votes “Against” such proposal.

 

Proposal 1. The Merger Proposal – The proposal to adopt and approve within the meaning of Section 2:107a of the Dutch Civil Code, of the Merger Agreement, the merger of Expro with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a direct, wholly owned subsidiary of Frank’s, and the transactions contemplated by the Merger Agreement and the Plan of Merger (as defined in the Merger Agreement) (such transactions, the “Transactions”) (such proposal, the “Merger Proposal”) was approved. The voting results were as follows:

 

 

Proposal 2. The Stock Issuance Proposal – The proposal to authorize the board of managing directors of Frank’s (the “Frank’s Management Board”), subject to approval of the board of supervisory directors of Frank’s (the “Frank’s Supervisory Board”) (and, following the implementation of the Board Structure Proposal and the Board Changes Proposal (each as defined below), the board of directors of Frank’s after completion of the Merger and the other Transactions (the “Combined Company Board”)) to issue shares of Frank’s Common Stock to Expro shareholders in connection with the Merger and to grant rights to subscribe for shares of Frank’s Common Stock to holders of warrants, options and other rights to subscribe for or otherwise acquire ordinary shares in Expro to the holders of those rights in connection with the Merger was approved. The voting results were as follows:

 

 

 

Proposal 3. The Board Changes Proposal – The proposal to appoint, effective as of the effective time of the Merger (the “Effective Time”) but following the implementation of the Board Structure Proposal, the three individuals named in the Proxy Statement and nominated by the Frank’s Supervisory Board and the six individuals named in the Proxy Statement and designated by the board of directors of Expro, as executive or non-executive directors, as applicable, of the Combined Company Board (the “Board Changes Proposal”) was approved. The voting results were as follows:

 

 

Proposal 4. The Capital Stock Amendment Proposal – The proposal to approve and adopt an amendment, as of or prior to the Effective Time, to the amended articles of association of Frank’s, as may be amended from time to time (the “Frank’s Articles”), to increase the total authorized capital stock of Frank’s from 798,096,000 shares of Frank’s Common Stock to 1,200,000,000 shares of Frank’s Common Stock was approved. The voting results were as follows:

 

 

Proposal 5. The Reverse Stock Split Proposal – The proposal to approve and adopt an amendment, as of or prior to the Effective Time, to the Frank’s Articles to effect a reverse stock split in respect of all issued and outstanding shares of Frank’s Common Stock at a ratio (the “Reverse Split Ratio”) in the range from 1-for-4 to 1-for-7, with the specific Reverse Split Ratio to be determined by the Frank’s Supervisory Board (with the consent of Expro not unreasonably withheld, conditioned or delayed) following the Annual Meeting (the “Reverse Stock Split Proposal”) was approved. The voting results were as follows:

 

 

Proposal 6. The Board Structure Proposal – The proposal to approve and adopt an amendment, as of or prior to the Effective Time, to the Frank’s Articles to transition Frank’s governance structure from a two-tier board structure to a one-tier board structure, together with certain technical changes to the Frank’s Articles (the “Board Structure Proposal”) was approved. The voting results were as follows:

 

 

Proposal 7. The Compensation Policy Amendment Proposal – The proposal to approve and adopt an amendment, as of the Effective Time but following the implementation of the Board Structure Proposal, to the Company’s compensation policy (the “Compensation Policy Amendment”) to reflect the transition of Frank’s governance structure from a two-tier board structure to a one-tier board structure was approved. The voting results were as follows:

 

 

Proposal 8. The Non-Binding Compensation Advisory Proposal – The proposal to approve, on a non-binding advisory basis, certain compensation that may be paid or become payable to Frank’s named executive officers that is based on or otherwise relates to the Merger was approved. The voting results were as follows:

 

 

 

Proposal 9. The Re-Election Proposal – The proposal to re-elect the nine current members of the Frank’s Supervisory Board to serve until the earlier of the Effective Time or the end of Frank’s annual general meeting of shareholders in 2022 was approved. The voting results regarding the election of these directors were as follows:

 

 

Proposal 10. The Management Board Re-Appointment Proposal – The proposal to re-appoint Steven Russell, Melissa Cougle and John Symington as members of the Frank’s Management Board to serve until the earlier of the Effective Time or the end of Frank’s annual general meeting of shareholders in 2022 was approved. The voting results were as follows:

 

 

 

Proposal 11. The Annual Report Ratification Proposal – The proposal to review the annual report for the fiscal year ended December 31, 2020, including the paragraph relating to corporate governance, to confirm and ratify the preparation of Frank’s statutory annual accounts and annual report in the English language and to confirm and adopt the annual accounts for the fiscal year ended December 31, 2020 was approved. The voting results were as follows:

 

 

 

Proposal 12. The Supervisory Board Liability Discharge Proposal – The proposal to discharge the members of the Frank’s Supervisory Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2020 was approved. The voting results were as follows:

 

 

 

Proposal 13. The Management Board Liability Discharge Proposal – The proposal to discharge the members of the Frank’s Management Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2020 was approved. The voting results were as follows:

 

 

 

Proposal 14. The Dutch Auditor Proposal – The proposal to appoint KPMG Accountants N.V. as Frank’s auditor who will audit the Dutch statutory annual accounts of Frank’s for the fiscal year ending December 31, 2021, as required by Dutch law, provided Deloitte Accountants B.V. shall be appointed for that fiscal year if the Merger is completed was approved. The voting results were as follows:

 

 

 

 

Proposal 15. The US Auditor Proposal – The proposal to ratify the appointment of KPMG LLP as Frank’s independent registered public accounting firm to audit Frank’s U.S. GAAP financial statements for the fiscal year ending December 31, 2021, provided Deloitte & Touche LLP shall be appointed for that fiscal year if the Merger is completed was approved. The voting results were as follows:

 

 

 

Proposal 16. The Director Remuneration Proposal – The proposal to ratify and approve the remuneration of the members of the Frank’s Supervisory Board granted for the period from the 2020 annual meeting until the date of the Annual Meeting, and to approve the remuneration of the members of the Frank’s Supervisory Board for the period from the Annual Meeting up to and including the earlier of the Effective Time or the annual general meeting of shareholders in 2022 was approved. The voting results were as follows:

 

 

 

Proposal 17. The Share Repurchase Proposal – The proposal to authorize the Frank’s Management Board, subject to Frank’s Supervisory Board approval (and, following the implementation of the Board Structure Proposal and Board Changes Proposal, the Combined Company Board), to repurchase shares up to 10% of the issued share capital, for any legal purpose, at the stock exchange or in a private purchase transaction, at a price between $0.01 and 105% of the market price on the NYSE, and during a period of 18 months starting from the date of the Annual Meeting was approved. The voting results of each of the proposals were as follows: