Item 5.07. |
Submission of Matters to a Vote of Security Holders |
On March 8, 2022, BellRing Brands, Inc., a Delaware corporation (“BellRing”), held a special meeting of its stockholders (the “special meeting”) at which its stockholders voted on the proposals set forth below relating to the previously announced distribution by Post Holdings, Inc., a Delaware corporation (“Post”), of a significant portion of its interest in BellRing Brands, Inc. to shareholders of Post pursuant to a transaction agreement and plan of merger, dated as of October 26, 2021 (the “transaction agreement”) by and among BellRing, Post, BellRing Distribution, LLC, a Delaware limited liability company (“New BellRing”), and BellRing Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of New BellRing. The proposals are described in detail in the definitive proxy statement/prospectus filed by BellRing with the Securities and Exchange Commission (the “SEC”) on February 3, 2022, and first mailed to BellRing’s stockholders on February 3, 2022.
The final voting results regarding each proposal are set forth below. There were 38,887,851 shares of Class A Common Stock of BellRing, par value $0.01 per share (“BellRing Class A Common Stock”) and one share of Class B Common Stock of BellRing, par value $0.01 per share (“BellRing Class B Common Stock” and, together with the BellRing Class A Common Stock, “BellRing Common Stock”), outstanding and entitled to vote as of the close of business on February 1, 2022, the record date for the special meeting. 32,793,498 shares of BellRing Class A Common Stock and one share of BellRing Class B Common Stock were represented in person or by proxy at the special meeting, which number constituted a quorum.
Proposal 1: Transaction Agreement Proposal.
The proposal to adopt the transaction agreement (the “transaction agreement proposal”) was approved by (i) holders of a majority in voting power of the outstanding shares of BellRing Common Stock and (ii) holders (other than Post, New BellRing or any of their respective affiliates) of a majority in voting power of the outstanding shares of BellRing Common Stock (other than shares held by Post, New BellRing or any of their respective affiliates).
Votes for the transaction agreement proposal were cast by BellRing stockholders (including votes cast by Post, New BellRing and any of their respective affiliates) as set forth in the table below:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
111,502,023 |
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198,617 |
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46,980 |
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— |
Votes for the transaction agreement proposal were cast by BellRing stockholders (excluding votes cast by Post, New BellRing and any of their respective affiliates) as set forth in the table below:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
32,547,901 |
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198,617 |
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46,980 |
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— |
Proposal 2: Adjournment Proposal.
In connection with the special meeting, BellRing also solicited proxies with respect to a proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of such special meeting to approve the transaction agreement proposal (the “adjournment proposal”). The adjournment proposal was not submitted to BellRing’s stockholders for approval at the special meeting because the transaction agreement proposal had been approved.