Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2021, Juniper Industrial Holdings, Inc. (the Company or, after giving effect to the business combination,
Janus International) held a special meeting in lieu of the 2021 annual meeting of stockholders (the Special Meeting) as a virtual meeting, conducted via live webcast, in connection with the
proposed business combination by and among the Company, Janus Parent, Inc. (Parent) (whose name is expected to change to Janus International Group, Inc. upon the closing of the Business Combination), JIH Merger Sub, Inc.
(JIH Merger Sub), Jade Blocker Merger Sub 1, Inc. (Blocker Merger Sub 1), Jade Blocker Merger Sub 2, Inc. (Blocker Merger Sub 2), Jade Blocker Merger Sub 3, Inc.
(Blocker Merger Sub 3), Jade Blocker Merger Sub 4, Inc. (Blocker Merger Sub 4), Jade Blocker Merger Sub 5, Inc. (Blocker Merger Sub 5, and, together with Blocker Merger
Sub 1, Blocker Merger Sub 2, Blocker Merger Sub 3 and Blocker Merger Sub 4, the Blocker Merger Subs and together with JIH, JIH Merger Sub, and Parent, the Parent Parties), Clearlake Capital
Partners IV (AIV-Jupiter) Blocker, Inc. (Blocker 1), Clearlake Capital Partners IV (Offshore) (AIV-Jupiter) Blocker, Inc.
(Blocker 2), Clearlake Capital Partners V (AIV-Jupiter) Blocker, Inc. (Blocker 3), Clearlake Capital Partners V
(USTE) (AIV-Jupiter) Blocker, Inc. (Blocker 4), Clearlake Capital Partners V (Offshore) (AIV-Jupiter) Blocker, Inc.
(Blocker 5, and, together with Blocker 1, Blocker 2, Blocker 3 and Blocker 4, the Blockers), Janus Midco, LLC (Midco), Jupiter Management Holdings, LLC, Jupiter
Intermediate Holdco, LLC, J.B.I., LLC, and Cascade GP, LLC, solely in its capacity as equityholder representative, as described in the Companys definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission and
mailed to stockholders on or about May 10, 2021 (the Proxy Statement). Each proposal (individually a Proposal and, collectively, the Proposals) voted upon at the
Special Meeting and the final voting results are indicated below. Each Proposal voted on at the Special Meeting is described in detail in the Proxy Statement.
As of the close of business on May 4, 2021, the record date for the Special Meeting, there were approximately 34,500,000 shares of Class A common
stock, par value $0.0001 per share (the Class A common stock), and 8,625,000 shares of Class B common stock, par value $0.0001 per share (the
Class B common stock, and together with the Class A common stock, the Common Stock), outstanding. A total of 35,249,793 shares of Common Stock, representing
approximately 81.7% of the outstanding shares of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum.
1. The
Business Combination Proposal To consider and vote upon a proposal to approve the Business Combination and adopt the Business Combination Agreement, dated as of December 21, 2020, as amended by the Amendment to the
Business Combination Agreement, dated as of April 6, 2021 (as it may be further amended and/or restated from time to time, the Business Combination Agreement), by and among the Company, Parent, Midco, Jupiter
Management Holdings, LLC, Jupiter Intermediate Holdco, LLC and the other parties named therein, and the transactions contemplated thereby, pursuant to which (a) JIH Merger Sub will be merged with and into the Company with the Company being the
surviving corporation in the merger and a wholly owned subsidiary of Parent, (b) each of the Blocker Merger Subs will be merged with and into the corresponding Blocker with such Blocker being the surviving corporation in each such merger and a
wholly owned subsidiary of Parent, (c) each other equityholder of Midco will contribute or sell, as applicable, all of its equity interests in Midco to Parent in exchange for cash and/or shares of common stock of Parent and (d) Parent will
contribute all of the equity interests in Midco acquired pursuant to the foregoing transactions to the Company (the transactions contemplated by the foregoing clauses (a)-(d) together with the other transactions contemplated by the Business
Combination Agreement, the Transactions) such that, as a result of the consummation of the Transactions, Midco will become a direct and indirect wholly owned subsidiary of Parent (the Business
Combination) (Class A common stock and Class B common stock, voting together as a single class):
|
|
|
|
|
|
|
Proposal No.
|
|
Common Stock Votes For
|
|
Common Stock Votes
Against
|
|
Common Stock Abstentions
|
1.
|
|
34,858,734
|
|
108,933
|
|
282,126
|
The Business Combination Proposal was approved, having received for votes from holders of at least 50.1% of the
outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.