Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 22, 2018, Hardinge Inc. (the Company) held a special meeting of shareholders (the Special Meeting) to consider certain proposals related to the Agreement and Plan of Merger, dated as of February 12, 2018 (the Merger Agreement), by and among the Company, Hardinge Holdings, LLC, a Delaware limited liability company (Parent), and Hardinge Merger Sub, Inc., a New York corporation and a direct wholly owned subsidiary of Parent (Acquisition Sub), which provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
As of April 16, 2018, the record date for the Special Meeting, there were 12,966,986 shares of the Companys common stock, par value $0.01 per share (the Shares), outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 10,297,360 Shares, representing approximately 79.41% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
(1)
the approval of the adoption of the Merger Agreement;
(2)
the approval of the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum; and
(3)
the approval, on an advisory (nonbinding) basis, of certain compensation that may be paid or become payable to the Companys named executive officers in connection with the Merger.
Each of the three proposals was approved by the requisite vote of the Companys shareholders. The final voting results for each proposal are described below. For more information on each of these proposals, see the Companys definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 16, 2018.
1.
Proposal to adopt the Merger Agreement:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
10,163,147
|
|
111,672
|
|
22,541
|
|
N/A
|
|
2.
Proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
9,886,516
|
|
389,814
|
|
21,030
|
|
N/A
|
|
3.
Proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Companys named executive officers in connection with the Merger:
2