UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): June 27, 2019
WABCO HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-33332 | 20-8481962 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
Giacomettistrasse 1, 3000 Bern 31, Switzerland 1220 Pacific Dr., Auburn Hills, Michigan | 48326-1589 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:+41-315-813-300
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, par value $0.01 per share | WBC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. | Submission of Matters to a Vote of Security Holders. |
On June 27, 2019, WABCO Holdings Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). A total of 36,874,758 shares (71.97%) of the Company’s issued and outstanding common stock held of record as of the close of business on May 17, 2019 were present in person or by proxy at the Special Meeting. The information below is a summary of the final voting results on the proposals considered and voted upon at the Special Meeting.
Adoption of the Merger Agreement
At the Special Meeting, the Company’s stockholders voted to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of March 28, 2019 (the “Merger Agreement”), by and among the Company, ZF Friedrichshafen (“ZF”) and Verona Merger Sub Corp., a wholly owned subsidiary of ZF. Set forth below is the result of the stockholder vote on this proposal:
Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
To adopt the Merger Agreement | 35,065,928 | 128,205 | 1,680,625 | — |
Advisory Vote To Approve Executive Compensation
At the Special Meeting, the Company’s stockholders voted to approve, by means of anon-binding, advisory vote, compensation that will or may become payable to the named executive officers of the Company in connection with the merger. Set forth below is the result of the stockholder vote on this proposal:
Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
To approve, by means of anon-binding, advisory vote, compensation that will or may become payable to the named executive officers of the Company in connection with the merger | 33,540,746 | 1,477,360 | 1,856,652 | — |
Adjournment Proposal
It was determined at the Special Meeting that sufficient votes had been obtained to approve the proposal to adopt the Merger Agreement and that it was not necessary to adjourn or postpone the Special Meeting to solicit additional proxies.
Item 8.01. | Other Events. |
On June 27, 2019, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
99.1 | Press Release, dated June 27, 2019. |
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.
WABCO HOLDINGS INC. | ||||||
Date: June 27, 2019 | By: | /s/ LISA BROWN | ||||
Name: | Lisa Brown | |||||
Title: | Chief Legal Officer & Secretary |