Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 10, 2021, Triple-S Management Corporation, a Puerto Rico corporation
("Triple-S"), convened a special meeting of stockholders (the "Special Meeting")
to consider and vote upon certain proposals related to the Agreement and Plan of
Merger, dated as of August 23, 2021, as it may be amended from time to time (the
"Merger Agreement"), by and among Triple-S, GuideWell Mutual Holding
Corporation, a Florida not-for-profit mutual insurance holding company
("Parent"), and GuideWell Merger, Inc., a Delaware corporation and a wholly
owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be
merged with and into Triple-S, with Triple-S surviving the merger as a wholly
owned subsidiary of Parent (the "Merger"). As a result of the Merger, Triple-S
will no longer be publicly held. Triple-S common stock will be delisted from the
New York Stock Exchange and deregistered under the Securities Exchange Act of
1934, as amended.
There were 23,795,559 shares of common stock, par value $1.00 per share, of
Triple-S ("Triple-S common stock"), issued and outstanding as of November 2,
2021, the record date for the Special Meeting (the "Record Date"). At the
Special Meeting, the holders of 17,184,851 shares of Triple-S common stock were
present via webcast or represented by proxy, representing approximately 72% of
the total outstanding shares of Triple-S common stock as of the Record Date,
which constituted a quorum. Holders of approximately 72% of the shares of
Triple-S common stock issued and outstanding as of the Record Date voted to
approve the Merger Agreement.
At the Special Meeting, the following proposals were voted upon (each of which
is described in greater detail in the definitive proxy statement filed by
Triple-S with the Securities and Exchange Commission on November 4, 2021):
Proposal 1 - The Merger Proposal: To approve and adopt the Merger Agreement (the
"Merger Proposal"), dated August 23, 2021.
Proposal 2- The Merger Compensation Proposal: To approve, on a non-binding
advisory basis, certain compensation that will or may be paid by Triple-S to its
named executive officers that is based on or otherwise relates to the Merger.
Proposal 3- The Adjournment Proposal: To approve the adjournment of the Special
Meeting, if necessary or appropriate, to solicit additional proxies in favor of
Proposal 1, the Merger Proposal, if there are not sufficient votes at the time
of such adjournment to approve the Merger Proposal. Although Proposal 3 was
approved, the adjournment of the Special Meeting was not necessary because
Triple-S's stockholders approved Proposal 1.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - Merger Proposal
Votes For Votes Against Abstentions
17,144,116 11,634 29,101
Proposal No. 2 - Merger Compensation Proposal
Votes For Votes Against Abstentions
16,156,277 742,108 286,466
Proposal No. 3 - Adjournment Proposal
Votes For Votes Against Abstentions
15,938,815 998,163 247,873
Item 8.01 Other Events.
On December 13, 2021, Triple-S issued a press release announcing the results of
the Special Meeting. A copy of the press release is filed as Exhibit 99.1
hereto.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press Release dated December 13, 2021.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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