Current Report Filing (8-k)
November 20 2020 - 9:52AM
Edgar (US Regulatory)
0001006837
false
0001006837
2020-11-20
2020-11-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): November 20, 2020
HC2 HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
Delaware
|
001-35210
|
54-1708481
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
450 Park Avenue, 29th Floor
|
|
|
New York, NY 10022
|
|
(Address of principal executive offices)
|
|
(212) 235-2690
|
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share
|
HCHC
|
New York Stock Exchange
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
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. ¨
Item 5.07.
|
Submission of Matters to a Vote of Security Holders
|
On
November 20, 2020, a special meeting of stockholders (the “Special Meeting”) of HC2 Holdings, Inc. (the “Company”)
was held to vote on the proposals described in the definitive proxy statement, filed with the U.S. Securities and Exchange Commission
(the “SEC”) on October 19, 2020 (the “Proxy Statement”). The final voting results for each
of the matters submitted to a vote of stockholders at the Special Meeting are as follows:
|
Proposal 1:
|
Approval of an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as Amended, to Increase
the Number of Authorized Shares of Common Stock to 160,000,000
|
The
holders of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
shares of the Company’s Series A Convertible Participating Preferred Stock, par value $0.001 per share (the
“Series A Preferred Stock”) and Series A-2 Convertible Participating Preferred Stock, par value $0.001 per share
(the “Series A-2 Preferred Stock” and, together with the Series A Preferred Stock, the “Voting Preferred
Stock”), voting as a single class and with the Voting Preferred Stock voting on an as-converted basis, voted to approve
an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to increase the
number of authorized shares of Common Stock to 160,000,000 shares. The results of the vote were as
follows:
For
|
|
Against
|
|
Abstain
|
29,743,140
|
|
1,503,554
|
|
65,185
|
|
Proposal 2:
|
Approval of the Conversion of 35,000 Shares of Series B Preferred Stock into Common Stock in Connection with the Rights Offering
|
The
holders of the Common Stock and the Voting Preferred Stock, voting as a single class and with the Voting Preferred Stock
voting on an as-converted basis, voted to approve the conversion of up to 35,000 shares of the Company’s Series B
Non-Voting Convertible Participating Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”)
into Common Stock in connection with the Rights Offering (as defined in the Proxy Statement and the prospectus supplement,
filed with the SEC on October 7, 2020), to the extent that the issuance of Common Stock upon conversion of such shares of the
Series B Preferred Stock requires approval under the rules and regulations of the New York Stock Exchange. The results of the
vote were as follows:
For
|
|
Against
|
|
Abstain
|
29,865,165
|
|
1,416,192
|
|
30,522
|
Item 9.01.
|
Financial Statements and Exhibits
|
Exhibit
No.
|
|
Description
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
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.
Date: November 20, 2020
|
HC2 Holdings, Inc. (Registrant)
|
|
|
|
By:
|
/s/ Michael J. Sena
|
|
|
Name: Michael J. Sena
|
|
Title: Chief Financial Officer
|
HC2 (NYSE:HCHC)
Historical Stock Chart
From Mar 2024 to Apr 2024
HC2 (NYSE:HCHC)
Historical Stock Chart
From Apr 2023 to Apr 2024