UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 12, 2024 (
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 9, 2024, SP Plus Corporation, a Delaware corporation (“SP+”), held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described in SP+’s definitive proxy statement dated and filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 10, 2024 (the “Proxy Statement”) and first mailed to SP+’s stockholders on or about January 11, 2024. A total of 19,798,884 shares of SP+’s common stock were issued and outstanding and entitled to vote as of the close of business on January 2, 2024, the record date for the Special Meeting. Approximately 15,581,109 shares of SP+’s common stock issued and outstanding were represented in person or by proxy at the Special Meeting, representing approximately 78.697% of those shares entitled to vote at the Special Meeting, which constituted a quorum.
As previously disclosed, on October 4, 2023, SP+ entered into an Agreement and Plan of Merger, by and among Metropolis Technologies, Inc. (“Parent”), Schwinger Merger Sub Inc., a direct, wholly owned subsidiary of Parent (“Merger Sub”), and SP+ (as it may be amended from time to time, the “Merger Agreement”). The Merger Agreement provides for, among other things, the merger of Merger Sub with and into SP+ upon the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”), with SP+ surviving the Merger as a wholly owned subsidiary of Parent.
Each of the proposals upon which SP+’s stockholders voted at the Special Meeting, and the final, certified results reported by Continental Stock Transfer and Trust, SP+’s independent inspector of elections, are set forth below.
| 1. | Proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”). |
| For | Against | Abstain | Broker Non-Votes | |||
| 15,570,420 |
8,791 | 1,898 | 0 |
The Merger Agreement Proposal was approved by SP+’s stockholders at the Special Meeting.
| 2. | Proposal to adjourn the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there were not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). |
| For | Against | Abstain | Broker Non-Votes | |||
| 14,554,007 |
966,183 | 60,919 | 0 |
The Adjournment Proposal was approved by SP+’s stockholders at the Special Meeting; however, adjournment of the Special Meeting was not necessary because there was a quorum present and there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.
| 3. | Proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger and contemplated by the Merger Agreement (the “Merger Compensation Proposal”). |
| For | Against | Abstain | Broker Non-Votes | |||
| 5,985,963 |
9,382,444 | 212,702 | 0 |
The Merger Compensation Proposal was not approved by SP+’s stockholders at the Special Meeting, on an advisory basis. Because the Merger Compensation Proposal is a non-binding advisory vote, the results of such vote will not impact any of SP+’s contractual commitments or plans or ability to move forward with those commitments.
Item 8.01 Other Events.
On February 12, 2024, SP+ issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release dated February 12, 2024. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
Use of Forward-Looking Statements
This document includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. These forward-looking statements are based on SP+’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Merger and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by SP+, all of which are subject to change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “considered,” “potential,” “estimate,” “continue,” “likely,” “expect,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Merger and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Merger on anticipated terms and timing, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Merger; (ii) the ability of Parent to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Merger; (iii) potential litigation relating to the Merger that could be instituted against Parent, SP+ or their respective directors, managers or officers, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Merger will harm SP+’s business, including current plans and operations; (v) the ability of SP+ to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; (vii) continued availability of capital and financing and rating agency actions; (viii) legislative, regulatory and economic developments affecting SP+’s business; (ix) general economic and market developments and conditions; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect SP+’s financial performance; (xi) certain restrictions during the pendency of the Merger that may impact SP+’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as SP+’s response to any of the aforementioned factors; (xiii) significant transaction costs associated with the Merger; (xiv) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring SP+ to pay a termination fee or other expenses; (xvi) competitive responses to the Merger; (xvii) the risks and uncertainties pertaining to SP+’s business, including those set forth in Part I, Item 1A of SP+’s most recent Annual Report on Form 10-K and Part II, Item 1A of SP+’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by SP+ with the SEC; and (xviii) the risks and uncertainties that are described in the Proxy Statement available from the sources indicated below. These risks, as well as other risks associated with the Merger, are more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors presented in the Proxy Statement are, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on SP+’s financial condition, results of
operations, credit rating or liquidity. These forward-looking statements speak only as of the date they are made, and SP+ does not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
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.
| SP PLUS CORPORATION (Registrant) | ||
| By: | /s/ Wenyu T. Blanchard | |
| Name: | Wenyu T. Blanchard | |
| Title: | Chief Legal Officer and Secretary | |
Date: February 12, 2024