Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 8, 2014, we held a special meeting. At the special meeting, our stockholders voted to adopt the Agreement and Plan of Merger, dated as of October 27, 2013, as amended as of February 28, 2014, referred to as the “merger agreement,” by and among RCS Capital Corporation, or “RCAP,” a Delaware corporation, Zoe Acquisition, LLC, or “Merger Sub,” a Delaware limited liability company and a wholly-owned subsidiary of RCAP, and ICH, and approve the transactions contemplated by the merger agreement, including the merger of ICH with and into Merger Sub,
with Merger Sub surviving the merger and continuing as a subsidiary of RCAP under the name “Investors Capital Holdings, LLC,” referred to as the “merger.” In addition, the stockholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to ICH’s named executive officers in connection with the merger, and approved the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement, and approve the transactions contemplated by the merger agreement, including the merger. The following table reflects the results of the special meeting:
Proposal to adopt the Agreement and Plan of Merger, dated as of October 27, 2013, as amended as of February 28, 2014, referred to as the “merger agreement” by and among RCS Capital Corporation, or “RCAP,” a Delaware corporation, Zoe Acquisition, LLC, or “Merger Sub,” a Delaware limited liability company and a wholly owned subsidiary of RCAP, and Investors Capital Holdings, Ltd., or “ICH,” a Delaware corporation, and approve the transactions contemplated by the merger agreement, including the merger of ICH with and into Merger Sub with Merger Sub surviving the merger and continuing as a subsidiary of RCAP under the name “Investors Capital Holdings, LLC,” referred to as the “merger”:
|
SHARES
VOTED
|
|
SHARES
VOTED
FOR
|
|
SHARES
VOTED
AGAINST
|
|
ABSTAIN
|
|
BROKER
NON-VOTES
|
|
3,806,342
|
|
3,738,489
|
|
39,715
|
|
28,138
|
|
--
|
Proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to ICH’s named executive officers in connection with the merger
:
|
SHARES
VOTED
|
|
SHARES
VOTED
FOR
|
|
SHARES
VOTED
AGAINST
|
|
ABSTAIN
|
|
BROKER
NON-VOTES
|
|
3,806,342
|
|
3,662,620
|
|
74,814
|
|
68,908
|
|
--
|
Proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement and approve the transactions contemplated by the merger agreement, including the merger:
|
SHARES
VOTED
|
|
SHARES
VOTED
FOR
|
|
SHARES
VOTED
AGAINST
|
|
ABSTAIN
|
|
BROKER
NON-VOTES
|
|
3,806,342
|
|
3,724,687
|
|
60,539
|
|
21,116
|
|
--
|
Adjournment of the special meeting to a later time or date was not necessary or appropriate because there were sufficient votes at the time of the special meeting to approve the adoption of the merger agreement. No other business properly came before the special meeting.
