Item 5.07
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Submission of Matters to a Vote of Securities Holders.
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On January 10, 2019, Electro Scientific Industries, Inc. (“
ESI
”) held a special
meeting of shareholders (the “
Special Meeting
”) at ESI’s principal executive offices in Portland, Oregon, at 11:00 a.m., Pacific Time.
As of the record date, December 5, 2018, there were 34,314,717 shares of common stock of ESI issued, outstanding and entitled to vote at the Special
Meeting. At the Special Meeting, 24,725,093 shares, or approximately 72.05% of all outstanding shares of common stock, were present either in person or by proxy. Three matters were voted upon at the Special Meeting, with the Board of Directors of
ESI unanimously recommending a vote “FOR” each of the proposals voted upon, as further described in the definitive proxy statement filed with the Securities and Exchange Commission (the “
SEC
”) on December 6, 2018 (the “
Definitive Proxy Statement
”) and mailed to ESI’s stockholders on or about December 6, 2018.
Proposal No. 1 (the “
Merger Proposal
”) was to consider and vote on a proposal
to approve the Agreement and Plan of Merger, dated October 29, 2018, among ESI, MKS Instruments, Inc., a Massachusetts corporation (“
MKS
”), and EAS Equipment, Inc., a
Delaware corporation and a wholly-owned subsidiary of MKS (“
Merger Sub
”), as it may be amended from time to time (the “
Merger Agreement
”), and the transactions contemplated by the Merger Agreement. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into ESI (the “
Merger
”) and ESI will become a wholly owned subsidiary of MKS.
Proposal No. 2 (the “
Adjournment Proposal
”) was to consider and vote on a
proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there had been insufficient votes to approve the Merger Proposal and the transactions contemplated thereby at the time
of the Special Meeting.
Proposal No. 3 (the “
Merger Compensation Proposal
”) was to consider and vote on
the proposal to approve, by non-binding, advisory vote, certain compensation that will or may become payable by ESI to its named executive officers in connection with the Merger.
The Merger Proposal, Adjournment Proposal and the Merger Compensation Proposal were approved and adopted. Adjournment of the Special Meeting was not
necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal.
The table below shows the final voting results from the Special Meeting.
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For
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Against
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Abstained
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Broker Non-Votes
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Proposal 1 – The Merger Proposal
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24,619,855
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48,578
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56,660
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0
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Proposal 2 – The Adjournment Proposal
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23,324,393
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1,351,603
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49,097
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0
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Proposal 3 – The Merger Compensation Proposal
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23,746,347
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455,843
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522,903
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0
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It is currently expected that the Merger will close in early February 2019. However, there can be no assurance that the closing of the Merger will occur in
early February 2019, or that the remaining closing conditions, including the completion of the debt financing marketing period, will be satisfied in a timely manner, or at all.