Current Report Filing (8-k)
December 29 2016 - 12:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(
d
) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 29, 2016 (December 29, 2016)
GP INVESTMENTS ACQUISITION CORP.
(Exact name of registrant as specified in
its charter)
Cayman Islands
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001-37397
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N/A
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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150 E. 52
nd
Street, Suite 5003
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New York, New York
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10022
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(Address of principal executive offices)
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(Zip Code)
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(212) 430-4340
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On December 29, 2016, GP Investments Acquisition
Corp. (the “Company”) held its 2016 annual meeting of shareholders at the offices of Skadden, Arps, Slate, Meagher
& Flom LLP, located at Four Times Square, New York, NY 10036 (the “Annual Meeting”). Present at the Annual Meeting
in person or by proxy were holders of 19,335,813 ordinary shares of the Company, representing 89.7% of the voting power of the
Company’s ordinary shares as of November 30, 2016, the record date for the Annual Meeting, and constituting a quorum for
the transaction of business at the Annual Meeting.
The shareholders of
the Company voted on the following items at the Annual Meeting:
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1.
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to elect one director to serve as the Class A director on the Company’s Board of Directors (the “Board”) until the 2019 annual meeting of shareholders or until his successor is elected and qualified; and
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2.
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to ratify the selection by the Company’s Audit Committee of Marcum LLP to serve as as the Company’s independent registered public accounting firm for the year ending December 31, 2016.
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Each matter is described
in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”)
on December 5, 2016. The voting results for each of these proposals are set forth below.
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1.
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Election of Fernando d’Ornellas Silva as Class A Director
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For
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Against
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Abstain
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15,243,091
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2,419,600
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0
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Based on the votes
set forth above, Mr. d’Ornellas Silva was duly elected to serve as the Class A director on the Company’s Board until
the 2019 annual meeting of shareholders or until his successor is duly elected and qualified.
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2.
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Ratification of Appointment of Independent Registered Public Accounting Firm
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For
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Against
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Abstain
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19,335,813
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0
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0
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Based on the votes
set forth above, the Annual Meeting ratified the selection by the Company’s Audit Committee of Marcum LLP to serve as the
Company’s independent registered public accounting firm for the year ending December 31, 2016.
In addition, the Company
currently expects to hold its 2017 annual meeting of shareholders by December 31, 2017.
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.
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GP Investments Acquisition Corp.
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Date: December 29, 2016
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By:
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/s/ Antonio Bonchristiano
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Name:
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Antonio Bonchristiano
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Title:
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Chief Executive Officer
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