Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 27 2022 - 4:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 26, 2022
ZURN WATER SOLUTIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
001-35475 |
|
20-5197013 |
(State or other jurisdiction of incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
511 W. Freshwater Way
Milwaukee, Wisconsin |
|
53204 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (855) 480-5050
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:
x | 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(s) |
|
Name of each exchange on which registered |
Common Stock $.01 par value |
|
ZWS |
|
The 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. ¨
EXPLANATORY NOTE
As previously disclosed, on
February 12, 2022, Zurn Water Solutions Corporation (“Zurn” or the “Company”) entered into a definitive agreement
to combine with Elkay Manufacturing Company (“Elkay”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”)
by and among Zurn, Elkay, Zebra Merger Sub, Inc., a wholly owned subsidiary of Zurn (“Merger Sub”), and Elkay Interior Systems
International, Inc., as representative of the stockholders of Elkay. The Merger Agreement provides that among other matters, and subject
to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Elkay would merge with Merger Sub, with Elkay surviving
as a wholly owned subsidiary of Zurn (the “Merger”).
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 26, 2022, the Company
held a special meeting of its stockholders (the “Special Meeting”) to vote on the following proposals relating to the Merger,
each of which is described in more detail in the proxy statement/prospectus/consent solicitation statement filed by the Company with the
Securities and Exchange Commission on April 26, 2022. At the Special Meeting, the Company’s stockholders: (i) approved the issuance
of shares of Common Stock, par value $0.01 per share (“Zurn Common Stock”), to be issued pursuant to the Merger Agreement,
pursuant to the New York Stock Exchange Rule 312.03(c) (the “Merger Share Issuance Proposal”) and (ii) approved an amendment
to the Zurn Water Solutions Corporation Performance Incentive Plan (the “Plan”) to increase the number of shares of Zurn Common
Stock available for awards thereunder by 1,500,000 shares and to make corresponding changes to certain share limitations under the Plan
(the “PIP Amendment Proposal”). There were 125,847,069 outstanding shares of the Company’s common stock eligible to
vote as of April 4, 2022, the record date for the Special Meeting.
The results for each matter
voted on by Zurn’s stockholders at the Special Meeting were as follows:
Proposal 1. The Merger Share
Issuance Proposal:
Votes for: |
119,788,415 |
Votes against: |
30,173 |
Abstentions: |
149,452 |
Proposal 2. The PIP Amendment
Proposal:
Votes for: |
114,375,534 |
Votes against: |
5,587,392 |
Abstentions: |
5,113 |
Since there were sufficient
votes at the time of the Special Meeting to approve the Merger Share Issuance Proposal and the PIP Amendment Proposal, the proposal to
approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies was not called for at the Special Meeting.
On
May 26, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached
hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, Zurn Water Solutions Corporation has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized this 27th day of May, 2022.
|
ZURN WATER SOLUTIONS CORPORATION |
|
|
|
By: |
/s/ Jeffrey J. LaValle |
|
Name: |
Jeffrey J. LaValle |
|
Title: |
Vice President, General Counsel and Secretary |
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