Flow International: Submission Of Matters To A Vote Of Security Holders
The following excerpt is from the company's SEC filing
On December 20, 2013,
Flow International Corporation (“Flow”) held a special meeting of shareholders (the “Special Meeting”)
to, among other things, consider and vote on proposal to approve the Agreement and Plan of Merger, dated as of September 25, 2013,
as it may be amended from time to time (the “Merger Agreement”) by and among Flow, Waterjet Holdings, Inc. (formerly
known as AIP Waterjet Holdings, Inc.) (“Parent”), and AIP/FIC Merger Sub, Inc., a wholly owned subsidiary of Parent,
providing for the acquisition (the “Merger”) of Flow by Parent (the “Merger Proposal”). At the Special
Meeting, Flow’s shareholders voted to approve the Merger Proposal. Flow’s shareholders also voted to approve an adjournment
of the Special Meeting, if necessary or advisable, to solicit additional proxies if there are insufficient votes at the time of
the Special Meeting to approve the Merger Agreement (the “Adjournment Proposal”), but such adjournment was deemed unnecessary.
Flow’s shareholders also voted to approve, on an advisory (non-binding) basis, the compensation that may be payable to Flow’s
named executive officers in connection with the consummation of the Merger under existing arrangements between Flow and such officers
(the “Compensation Proposal”). The Merger Proposal, the Adjournment Proposal and the Compensation Proposal are described
in detail in Flow’s Definitive Proxy Statement on Schedule 14A, as amended and supplemented, filed with the Securities and
At the Special Meeting,
36,394,586 shares of Flow’s common stock, representing approximately 74.2% of the total number of shares of Flow’s
common stock entitled to vote, were represented by the holders thereof or by proxy. The voting results for each of the proposals
are as follows:
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.
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.
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