UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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| Item 8.01 | Other Events. |
On April 24, 2023, the Delaware Court of Chancery (the “Court of Chancery”) held a hearing on the petition described below that was previously filed by Vertiv Holdings Co (the “Company”) and granted an order pursuant to Section 205 of the Delaware General Corporation Law validating and declaring effective (i) the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and (ii) the shares issued in reliance thereon, each as of the date and time of the original issuance of such shares.
As previously disclosed, on April 3, 2023, the Company filed a petition in the Court of Chancery pursuant to Section 205 of the Delaware General Corporation Law seeking validation of (i) the Certificate of Incorporation and (ii) certain shares issued under the Certificate of Incorporation. The Certificate of Incorporation was adopted and the shares were issued in connection with the Company’s initial public offering in February 2020, which was accomplished through a merger with a special purpose acquisition company (a “SPAC”).
The Company filed the petition as a result of a recent decision by the Court of Chancery (Garfield v. Boxed Inc., 2022 WL 17959766 (Del. Ch. Dec. 27, 2022), the “Garfield Decision”). This Garfield Decision held that a SPAC with a charter similar to the Company’s charter has classes of common stock, instead of series of common stock, and therefore was required to hold separate votes for each class in order to expand the number of outstanding shares issued in connection with going public by merger with a SPAC.
The Company continues to believe that its circumstances are distinct from those applicable in the Garfield Decision, and that a separate vote of the holders of the Company’s then-outstanding Class A and Class B Common Stock was not required in connection with going public. Additionally, no stockholder has provided the Company notice of any allegations or demand letters regarding the stockholder votes. However, the Company elected to file the petition as a precautionary measure to avoid any future challenges associated with the Garfield Decision.
A copy of the Court of Chancery’s order is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 99.1 | Order Entered by the Delaware Court of Chancery on April 24, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 24, 2023 | Vertiv Holdings Co | |
| /s/ Stephanie L. Gill | ||
| Name: Stephanie L. Gill | ||
| Title: Chief Legal Counsel |