ITEM
5.07
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
.
|
On
November 7, 2018, WSI Industries, Inc. (the “Company”) held a special meeting of its shareholders (the “Special
Meeting”). Of the 9 2,971,303 shares of the Company’s common stock outstanding on the September 28, 2018 record date
and entitled to vote at the Special Meeting, 2,098,251 shares, or approximately 70.6%, were present at the Special
Meeting either in person or by proxy.
The
following describes the matters considered by the Company’s shareholders at the Special Meeting, as well as the results
of the votes cast at the meeting:
1.
|
To
approve the Agreement and Plan of Merger, dated as of September 5, 2018, by and among WSI Industries, Inc., Polaris Industries
Inc., and Iceman Merger Sub, Inc., pursuant to which WSI Industries would be acquired by way of a merger and become a wholly-owned
subsidiary of Polaris Industries (referred to as the “merger proposal”).
|
For
|
|
Against
|
|
Abstain
|
1,978,108
|
|
108,495
|
|
11,648
|
2.
|
To
approve, in a non-binding advisory vote, certain compensation that may be paid or become payable to the Company’s named
executive officers in connection with the merger (referred to as the “merger-related compensation proposal”).
|
For
|
|
Against
|
|
Abstain
|
1,478,477
|
|
266,139
|
|
353,635
|
3.
|
To
approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional
proxies if there are insufficient votes to approve the merger proposal at the time of the special meeting (referred to as
the “adjournment proposal”).
|
For
|
|
Against
|
|
Abstain
|
1,989,590
|
|
102,597
|
|
6,064
|
Accordingly,
the merger proposal and the merger-related compensation proposal were each approved at the Special Meeting. Because the merger
proposal was approved at the Special Meeting, no vote was called on the adjournment proposal.
The
merger approved by the Company’s shareholders as part of the merger proposal is expected to close on November 7, 2018, subject
to customary closing conditions.
Cautionary
Note Regarding Forward-Looking Statements
This
Form 8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on current expectations and beliefs of the Company’s management and are subject to uncertainty
and changes in circumstances. Actual results may vary materially from those expressed or implied by the forward-looking statements
herein due to risks and uncertainties including, without limitation: (1) Risks related to the consummation of the merger, including
the risks that (a) the merger may not be consummated within the anticipated time period, or at all, or (b) the conditions to the
consummation of the merger under the merger agreement may not be satisfied; (2) the effects that any termination of the merger
agreement may have on the Company and its business, including the risks that (a) the Company’s stock price may decline significantly
if the merger is not completed, (b) the merger agreement may be terminated in circumstances requiring the Company to pay Polaris
Industries a termination fee of $810,000 and (c) the circumstances of the termination, including the possible imposition of a
12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling
effect on alternatives to the merger; (3) the effects that the announcement or pendency of the merger may have on the Company
and its business, including the risks that (a) the Company’s business, operating results or stock price may suffer, (b)
the Company’s current plans and operations may be disrupted, (c) the Company’s ability to retain or recruit employees
may be adversely affected, (d) the Company’s business relationships with customers (particularly customers other than Polaris)
and suppliers may be adversely affected, (e) the Company’s management’s and other employees’ attention may be
diverted from the Company’s ongoing operations due to the proposed merger; (4) the effect of limitations that the merger
agreement places on the Company’s ability to operate the Company’s business or engage in strategic transactions as
an alternative to the proposed merger; or (5) the nature, cost and outcome of any litigation and other legal proceeding, including
any proceeding related to the merger.
For
a further list and description of the risks and uncertainties affecting the Company, see its filings with the SEC, including those
described under the heading “Risk Factors” in Part I, Item 1A of its Annual Report on Form 10-K for the fiscal year
ended August 27, 2017.
The
forward-looking statements in this Form 8-K speak only as of the date of its filing. The Company is not under any obligation to,
and expressly disclaims any obligation to, update or alter any forward-looking statements, whether as a result of new information,
future events, changes in assumptions or otherwise, except as required by law.