Item 5.07. Submission of Matters to a Vote of Security Holders.
Innophos Holdings, Inc. (the "Company") held a Special Meeting of Stockholders
(the "Special Meeting") on January 15, 2020 at the Chauncey Conference Center, 1
Chauncey Road, Princeton, New Jersey 08541. An aggregate of 19,690,774 shares of
Company common stock were entitled to vote at the Special Meeting, and a total
of 16,372,731 shares, constituting a quorum, were represented in person or by
proxy.
At the Special Meeting, the stockholders of the Company were asked to consider
and vote on the following proposals: (i) to adopt the Agreement and Plan of
Merger, dated as of October 20, 2019, (as it may be amended, supplemented or
otherwise modified from time to time, the "merger agreement"), by and among Iris
Parent LLC, a Delaware limited liability company ("Parent"), Iris Merger Sub
2019, Inc., a Delaware corporation and wholly owned subsidiary of Parent
("Merger Sub"), and the Company (such proposal, the "Merger Proposal"); (ii) to
approve, on a non-binding advisory basis, the compensation that may be paid or
may become payable to the Company's named executive officers in connection with,
or following, the consummation of the merger contemplated by the merger
agreement (such proposal, the "Nonbinding Compensation Proposal"); and (iii) to
approve the adjournment of the Special Meeting to a later date or time, if
necessary or appropriate as determined by the Company, to solicit additional
proxies if there are insufficient votes at the time of the special meeting or
any adjournment or postponement thereof to approve the adoption of the merger
agreement (such proposal, "Adjournment Proposal"). Each of these proposals is
described in more detail in the Company's definitive proxy statement, dated
December 6, 2019. The voting results for each of the proposals are detailed
below:
The Company's stockholders approved the Merger Proposal. The voting results were
as follows:
For Against Abstentions
16,255,647 91,271 25,813
The Company's stockholders approved the Nonbinding Compensation Proposal. The
voting results were as follows:
For Against Abstentions
9,358,114 6,894,589 120,028
There being a quorum present and sufficient votes in favor of the Merger
Proposal, the Company's stockholders were not asked to vote with respect to the
Adjournment Proposal.
Item 8.01. Other Events.
On January 15, 2020, the Company issued a press release announcing stockholder
approval of the Merger Proposal, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated January 15, 2020
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document)
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