Current Report Filing (8-k)
March 17 2020 - 8:02AM
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): March 16, 2020
AquaVenture
Holdings Limited
(Exact name of registrant as specified in its charter)
British Virgin Islands
(State or other jurisdiction of incorporation)
001-37903
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98-1312953
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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c/o Conyers Corporate Services (BVI)
Limited
Commerce House, Wickhams Cay 1
P.O. Box 3140 Road Town
British Virgin Islands VG1110
(Address of principal executive office)
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(813) 855-8636
(Registrant’s telephone number,
including area code)
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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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¨
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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-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Ordinary Shares
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WAAS
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New York Stock Exchange (NYSE)
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 16, 2020, AquaVenture Holdings
Limited (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). At the Special Meeting, holders of 25,257,062 of the Company's ordinary shares were represented in person or by proxy and approximately 99.9% of those ordinary shares eligible to be voted and voting at the meeting were voted
in favor of the adoption of the merger agreement.
At the Special Meeting, shareholders voted
on the following proposal, which is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities
and Exchange Commission on February 18, 2020. The number of votes cast for and against, as well as the number of abstentions with
respect to, the proposal voted upon at the Special Meeting are set forth below. There were no broker non-votes with respect to
the proposal.
Proposal 1 - The Merger Agreement. To
adopt the Agreement and Plan of Merger, (including a form of the plan of merger, which is included as an exhibit thereto), dated
as of December 23, 2019, among Culligan International Company, a Delaware corporation (“Parent”), Amberjack Merger
Sub Limited, a business company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent,
and the Company, a business company incorporated under the laws of the British Virgin Islands, (as it may be amended from time
to time, the “Merger Agreement”). Shareholders voted as follows:
For:
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25,232,967
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Against:
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5,189
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Abstain:
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18,906
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Accordingly, the adoption of the Merger
Agreement was approved.
Shareholder action on a second proposal,
to approve one or more adjournments or postponements of the Special Meeting, if necessary, to solicit additional proxies in favor
of proposal 1, was not required and no vote was taken on that proposal.
Item 8.01. Other Events.
On March 16, 2020, the Company issued
a press release announcing the results of the shareholder votes at the Special Meeting. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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AquaVenture Holdings Limited
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By:
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/s/ Lee S. Muller
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Dated: March 17, 2020
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Name:
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Lee S. Muller
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Title:
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Chief Financial Officer
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