Item 5.07. Submission of Matters to Vote of Security Holders
Communications Systems, Inc. ("CSI" or the "Company") held a reconvened special
meeting of shareholders on March 25, 2022, continuing a meeting that had been
adjourned on March 16 and March 23, 2022. The sole proposal considered at the
reconvened special meeting was Proposal #1, the Pineapple Merger Proposal, as
described in the Company's proxy statement/prospectus dated February 3, 2022.
The following describes the sole proposal considered by the Company's
shareholders at the Special Meeting and the final results of the votes cast on
that proposal.
Proposal No. 1; Pineapple Merger Proposal.
To approve the Agreement and Plan of Merger dated as of March 1, 2021, as
amended (the ''merger agreement'') by and among Communications Systems, Inc.,
Helios Merger Co., a wholly owned subsidiary of CSI (''Merger Sub''), Pineapple
Energy LLC (''Pineapple''), Lake Street Solar LLC, as the Pineapple Members'
Representative (the ''Members' Representative''), and Randall D. Sampson, as the
CSI Shareholders' Representative (the ''Shareholders' Representative'') pursuant
to which Merger Sub will merge with and into Pineapple with Pineapple surviving
the merger as a wholly owned subsidiary of CSI (The "Pineapple Merger
Proposal").
For Withhold Abstain
6,586,849 1,352,768 6,655
As a result, the Pineapple Merger Proposal was approved.
Item 8.01. Other Events.
On March 25, 2022, the Company issued a press release announcing that the
Company's shareholders had approved the Pineapple Merger Proposal and CSI
expected the merger transaction with Pineapple to close on Monday, March 28,
2022. Assuming that closing date:
• CSI shareholders as of the close of business on Friday, March 25, 2022,
will receive one contractual non-transferable Contingent Value Right (CVR)
per share of CSI common stock held, which will entitle the CVR holder to a
portion of the proceeds of dispositions of CSI's pre-merger assets after
the effective time of the merger;
• CSI will change its corporate name to "Pineapple Holdings, Inc." on the
closing date; and
• Pineapple Holdings, Inc. common stock will begin to trade on the Nasdaq
Capital Market under the new symbol "PEGY" as of the opening of the stock
market on Tuesday, March 29, 2022.
A copy of that press release is attached as Exhibit 99.1.
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