| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On September 7, 2022, ManTech International Corporation (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) at which stockholders of the Company (i) approved and adopted the Agreement and Plan of Merger, dated as of May 13, 2022 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Moose Bidco, Inc., a Delaware corporation (“Parent”), and Moose Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), under which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent and (ii) approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger.
As of the close of business on July 29, 2022, the record date for the Special Meeting, 39,382,197 shares of the Company’s Class A Common Stock, par value $0.01 per share, of the Company (“Class A Common Stock”) and 1,586,695 shares of the Company’s Class B Common Stock, par value $0.01 per share, of the Company (“Class B Common Stock” and together with Class A Common Stock, “Company Common Stock”) were outstanding and entitled to vote. Each holder of Class A Common Stock is entitled to one vote on each matter submitted to a vote at the Special Meeting for each share of Class A Common Stock that the stockholder owned as of the record date and each holder of Class B Common Stock is entitled to 10 votes on each matter submitted to a vote at the Special Meeting for each share of Class B Common Stock that the stockholder owned as of the record date. A total of 32,890,485 shares of Class A Common Stock and 1,586,695 shares of Class B Common Stock were voted in person or by proxy, representing approximately 88.25% of the total voting power of the shares of Company Common Stock entitled to be voted, which constituted a quorum to conduct business at the Special Meeting.
The following are the final voting results on proposals considered and voted upon at the Special Meeting, all of which are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 4, 2022.
Each of the proposals was approved by the requisite vote of the Company’s stockholders.
Proposal 1: To approve and adopt the Merger Agreement.
|
|
|
|
|
| For |
|
Against |
|
Abstain |
| 48,687,164 |
|
3,763 |
|
66,508 |
Proposal 2: To vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger.
|
|
|
|
|
| For |
|
Against |
|
Abstain |
| 32,541,254 |
|
15,807,853 |
|
408,328 |
Since there were sufficient votes at the Special Meeting to adopt and approve the Merger Agreement, stockholders of the Company were not asked to vote with respect to the proposal to adjourn the Special Meeting from time to time to a later date or time, if necessary or appropriate, to solicit additional proxies to vote in favor of the proposal to adopt the Merger Agreement.
Because none of the proposals before the Special Meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.
Subject to the satisfaction or waiver of all of the conditions to the closing of the Merger in the Merger Agreement, the Merger is expected to be completed during the week of September 12, 2022.
