- Current report filing (8-K)
June 16 2011 - 6:01AM
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): June 15, 2011
Pennichuck Corporation
(Exact name of registrant as specified in its charter)
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New Hampshire
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0-18552
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02-0177370
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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25 Manchester Street, Merrimack, New Hampshire
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03054
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(603) 882-5191
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Not Applicable
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(Former name or former address if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Special Meeting of Shareholders on June 15, 2011. Of the 4,681,427 shares of the Companys
common stock outstanding and entitled to vote at the Special Meeting, 3,809,704 shares (representing 81.38%) were
present either in person or by proxy. The certified results of the matters voted upon at the meeting, which are more
fully described in our proxy statement filed with the Securities and Exchange Commission on April 22, 2011, are as
follows:
Description of Matters Submitted
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Votes
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Votes
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For
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Against
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Non-Votes
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1.
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To consider and vote on a
proposal to approve the Agreement
and Plan of Merger effective as of
November 11, 2010 (the Merger
Agreement) between the Company and
the City of Nashua, New Hampshire
(the City), whereby the City has
agreed to acquire all of the
outstanding shares of Pennichuck
Corporation common stock for $29.00
per share in cash.
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3,307,005
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495,818
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6,881
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2.
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To consider and vote on a
proposal to adjourn the Special
Meeting, if necessary, for the
purpose of soliciting additional
proxies to vote in favor of
approving the Merger Agreement
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3,215,249
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574,478
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19,977
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Based upon these results, the
required affirmative vote was
obtained on both proposals.
A copy of the press release announcing the results of the Special Meeting is attached as Exhibit
99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d)
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Exhibits
. The following is filed as an exhibit to this Current Report on Form
8-K
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Exhibit 99.1 Press release of Pennichuck Corporation dated June 15, 2011.
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SIGNATURES
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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PENNICHUCK CORPORATION
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(Registrant)
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Date: June 15, 2011
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By:
/s/ Thomas C. Leonard
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Thomas C. Leonard
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Senior Vice President and Chief Financial
Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release of Pennichuck Corporation dated June 15, 2011.
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-3-
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