From the Form 8K report filed with the Securities and Exchange Commission:
A special meeting of shareholders of The Empire District Electric Company (“Empire”) was held on June 16, 2016. The special meeting was held in order to vote upon the following proposals set forth in Empire’s definitive proxy statement, filed with U.S. Securities and Exchange Commission on May 3, 2016, as supplemented:
Proposal 1: To adopt the Agreement and Plan of Merger, dated as of February 9, 2016, which is referred to as the merger agreement, by and among The Empire District Electric Company, Liberty Utilities (Central) Co., (“Liberty Central”) (an indirect subsidiary of Algonquin Power & Utilities Corp.) and Liberty Sub Corp., a wholly owned direct subsidiary of Liberty Central.
Proposal 2: To approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting. (The “Adjournment Proposal”).
Proposal 3: To approve a non-binding, advisory proposal to approve compensation that will or may become payable by The Empire District Electric Company to its named executive officers in connection with the merger. (The “Advisory Compensation Proposal”).
At the special meeting, Empire’s shareholders approved both the Agreement and Plan of Merger Proposal and the Adjournment Proposal, but an adjournment was not necessary in light of the approval of the Agreement and Plan of Merger Proposal. The Advisory Compensation Proposal was not approved.
Completion of the merger remains subject to the satisfaction of the remaining closing conditions contained in the Agreement and Plan of Merger.
As of May 2, 2016, the record date for the special meeting, there were 43,763,617 shares of Empire’s common stock outstanding and entitled to vote at the special meeting.
The final voting results are set forth below:
Proposal 1: To adopt the Agreement and Plan of Merger, dated as of February 9, 2016, which is referred to as the merger agreement, by and among The Empire District Electric Company, Liberty Utilities (Central) Co., (“Liberty Central”) (an indirect subsidiary of Algonquin Power & Utilities Corp.) and Liberty Sub Corp., a wholly owned direct subsidiary of Liberty Central.
Proposal 2: To approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting. (The “Adjournment Proposal”).
Proposal 3: To approve a non-binding, advisory proposal to approve compensation that will or may become payable by The Empire District Electric Company to its named executive officers in connection with the merger. (The “Advisory Compensation Proposal”).
At the special meeting, Empire’s shareholders approved both the Agreement and Plan of Merger Proposal and the Adjournment Proposal, but an adjournment was not necessary in light of the approval of the Agreement and Plan of Merger Proposal. The Advisory Compensation Proposal was not approved.
Completion of the merger remains subject to the satisfaction of the remaining closing conditions contained in the Agreement and Plan of Merger.
As of May 2, 2016, the record date for the special meeting, there were 43,763,617 shares of Empire’s common stock outstanding and entitled to vote at the special meeting.
The final voting results are set forth below:
Agreement and Plan of Merger Proposal
For
|
Against
|
Abstentions
| |||
29,611,241
|
1,117,981
|
269,645
|
Adjournment Proposal
For
|
Against
|
Abstentions
| |||
27,619,961
|
3,043,811
|
335,095
|
Advisory Compensation Proposal
For
|
Against
|
Abstentions
| |||
11,045,737
|
19,415,253
|
537,877
|
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