Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 18, 2018 at 10:00 a.m., Eastern Time, Perry Ellis International, Inc. (“Perry Ellis” or the “Company”) held a special meeting of its shareholders (the “Special Meeting”) to consider and vote upon several matters in connection with the pending acquisition of the Company (the “merger”) by entities affiliated with George Feldenkreis pursuant to that certain Agreement and Plan of Merger, dated as of June 15, 2018 (the “Merger Agreement”), by and among the Company, Feldenkreis Holdings LLC, a Delaware limited liability company (“Parent”), and GF Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement and the transactions contemplated thereby are described in more detail in the definitive proxy statement, dated September 10, 2018, filed by Perry Ellis on September 10, 2018 with the Securities and Exchange Commission (as supplemented, the “proxy statement”).
As of August 16, 2018, the record date for the Special Meeting (the “Record Date”), there were 15,884,250 shares of common stock of the Company (“Company Common Stock”) entitled to vote at the Special Meeting, including 3,593,773 shares of Company Common Stock owned by (x) officers or directors of the Company, (y) the Rollover Investors (as such term is defined in the proxy statement), or (z) any person having any equity interest in Parent or Merger Sub (the persons referred to clauses (x)-(z), the “Affiliated Shareholders”).
At the Special Meeting, holders of Company Common Stock were asked to vote upon: (1) the adoption of the Merger Agreement (“Proposal 1”); and (2) an advisory (non-binding) vote to approve certain items of compensation that are based on or otherwise related to the merger that may become payable to the Company’s named executive officers under existing agreements with the Company (“Proposal 2”). As there were sufficient votes at the time of the Special Meeting to approve Proposal 1, the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement was rendered moot and was not submitted for a vote.
Proposal 1: Adoption of the Merger Agreement
Approval of Proposal 1 required the affirmative vote of the holders of (i) a majority of the outstanding shares of Company Common Stock entitled to vote thereon as of the Record Date, and (ii) a majority of the outstanding shares of Company Common Stock entitled to vote thereon as of the Record Date that are not owned by the Affiliated Shareholders. The total number of shares of Company Common Stock entitled to vote were voted as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
|
|
|
|
|
|
12,871,468
|
847,248
|
64,911
|
25,556
|
The total number of shares of Company Common Stock entitled to vote that are not owned by the Affiliated Shareholders were voted as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
|
|
|
|
|
|
9,277,695
|
847,248
|
64,911
|
25,556
|
Proposal 2: Advisory (Non-Binding) Compensation Proposal
Approval of Proposal 2 required the affirmative vote of the holders of a majority of the shares of Company Common Stock present or represented and entitled to vote either in person or by proxy. The total number of shares of Company Common Stock present or represented and entitled to vote either in person or by proxy that were voted on Proposal 2 were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
|
|
|
|
|
|
10,275,259
|
3,403,422
|
104,945
|
25,557
|
The Company expects to announce consummation of the merger within the coming days.
