Current Report Filing (8-k)
18 May 2019 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 16, 2019
Multi-Color Corporation
(Exact Name of Registrant as Specified in Charter)
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Ohio
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0-16148
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31-1125853
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4053 Clough Woods Dr., Batavia, Ohio 45103
(Address of Principal Executive Offices, and Zip Code)
(513)
381-1480
Registrants Telephone Number, Including Area Code
(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 (
see
General Instruction A.2. below):
☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communication pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communication pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock, no par value
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LABL
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NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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
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Submission of Matters to a Vote of Security Holders.
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On May 16, 2019, Multi-Color Corporation (the Company or Multi-Color) held a Special Meeting of Shareholders (the Special
Meeting) in Cincinnati, Ohio. Of the 20,543,253 shares of common stock, no par value per share, of the Company (the Company common stock) issued and outstanding at the close of business as of April 3, 2019, the record date for
the Special Meeting, shareholders holding a majority of the total number of outstanding shares of Company common stock entitled to vote were present or represented by proxy at the Special Meeting, constituting a quorum for all matters to be
presented at the Special Meeting.
The final results of the shareholder votes at the Special Meeting are set forth below.
Proposal 1: Merger Agreement Proposal
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The proposal was to adopt the Agreement and Plan of Merger, dated as of February 24, 2019
(the Agreement and Plan of Merger), by and among the Company, W/S Packaging Holdings, Inc. and Monarch Merger Corporation (the merger agreement proposal). The merger agreement proposal was adopted.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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19,089,373
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36,712
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18,455
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N/A
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Proposal 2:
Non-Binding
Advisory
Proposal
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The proposal was to approve, on a
non-binding,
advisory basis, the compensation that may be paid or become payable to the Companys named executive officers that is based on or
otherwise relates to the merger contemplated by the Agreement and Plan of Merger. This proposal was approved.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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15,782,730
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3,327,917
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33,893
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N/A
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Proposal 3: Adjournment Proposal
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In connection with the Special Meeting, the
Board of Directors of the Company also solicited proxies with respect to a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to permit further solicitation of proxies in favor of the merger agreement
proposal if there were insufficient votes at the time of the Special Meeting. The adjournment proposal was not submitted to the Company shareholders for approval at the Special Meeting because Company shareholders approved the merger agreement
proposal, as noted above.
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.
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MULTI-COLOR CORPORATION
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BY:
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/s/ Sharon E. Birkett
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Sharon E. Birkett
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Vice President, Chief Financial Officer, Secretary
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May 17, 2019
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