UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders
As previously announced, on August 3, 2020, FinTech Acquisition Corp. III (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among GTCR-Ultra Holdings, LLC (“Seller”), GTCR Ultra-Holdings II, LLC (“Holdings”), FinTech Acquisition Corp. III Parent Corp. (“Parent”), the Company, FinTech III Merger Sub Corp. (“Merger Sub”), GTCR/Ultra Blocker, Inc. (“Blocker”), and GTCR Fund XI/C LP (“Blocker Seller”), which provides for, among other things, (a) Merger Sub to be merged with and into the Company with the Company being the surviving corporation in the merger and a wholly owned subsidiary of Parent (the “Merger”) and (b) through a series of transactions, Seller and Blocker Seller to contribute to Parent all of the equity interests in Holdings and Blocker in exchange for cash and shares of common stock of Parent (the “Contribution and Exchange” and together with the Merger and the other transactions contemplated by the Merger Agreement, the “Transactions”).
On October 15, 2020, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, holders of the Company’s Class A common stock and holders of the Company’s Class B common stock voted together as a single class. At the Special Meeting, only those holders of shares of the Company’s common stock at the close of business on September 4, 2020, the record date, were entitled to vote. As of the record date, 44,287,500 shares of the Company’s common stock were outstanding and entitled to vote. At the Special Meeting, a total of 34,994,171 shares of common stock, representing approximately 79.016% of the outstanding shares of common stock entitled to vote, were present online or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the proposals described below were considered, each of which is further described in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission and mailed to stockholders commencing on or about September 25, 2020.The final results of the matters submitted to a vote of stockholders at the Special Meeting are as follows:
1. | With respect to the approval and adoption of the Merger Agreement, the votes were as follows: |
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,682,399 | 1,310,768 | 1,004 | 0 |
Total Shares of Common Stock Exercising Redemption Rights: 5,696,643
2. | With respect to the approval of the following material differences between the organizational documents of Parent that will be in effect upon the closing of the Transactions and the Company’s current amended and restated certificate of incorporation, the votes were as follows: |
a. | To change the Company’s name to Paya Holdings Inc. and remove certain provisions related to its status as a special purpose acquisition company: |
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,680,884 | 1,310,918 | 2,369 | 0 |
b. | To increase the amount of authorized shares and provide for only one class of common stock: |
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,602,880 | 1,387,963 | 3,328 | 0 |
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c. | To prohibit stockholder action by written consent, subject to GTCR’s ownership percentage conditions at the time: |
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
32,357,479 | 2,632,305 | 4,387 | 0 |
d. | To create three classes of directors and to extend each director term to three years: |
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
32,358,014 | 2,632,923 | 3,234 | 0 |
e. | To require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, subject to GTCR’s ownership percentage at the time, to remove a director from office: |
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
32,254,726 | 2,736,712 | 2,733 | 0 |
f. | To require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, subject to GTCR’s ownership percentage at that time, to amend or repeal certain provisions of the certificate of incorporation: |
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
32,355,956 | 2,634,444 | 3,771 | 0 |
g. | To require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, subject to GTCR’s ownership percentage at that time, to adopt, amend or repeal the Company’s bylaws: |
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
32,356,222 | 2,634,942 | 3,007 | 0 |
3. | With respect to the approval of the proposal to adopt the Parent Omnibus Equity Compensation Plan, the votes were as follows: |
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,671,588 | 1,317,855 | 4,728 | 0 |
4. | With respect to the approval of the proposal to elect three directors to the Company’s board of directors, the votes were as follows: |
Mei-Mei Tuan
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
34,972,787 | 2,056 | 19,328 | 0 |
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Pawneet Abramowski
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
34,632,365 | 342,508 | 19,298 | 0 |
Jan Hopkins Trachtman
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
34,901,367 | 73,496 | 19,308 | 0 |
5. | With respect to the approval of the proposal to elect nine directors, effective as of and contingent upon the consummation of the Business Combination, to serve on Parent’s board of directors in the event that Parent is a controlled company upon the consummation of the Business Combination, the votes were as follows: |
Anna May Trala
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
32,578,685 | 2,410,831 | 4,655 | 0 |
Jim Bonetti
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,671,720 | 1,316,596 | 5,855 | 0 |
Stuart Yarbrough
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,691,627 | 1,297,989 | 4,555 | 0 |
KJ McConnell
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
32,577,341 | 2,412,275 | 4,555 | 0 |
Jeff Hack
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,676,742 | 1,312,874 | 4,555 | 0 |
Christine Larsen
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,692,998 | 1,296,654 | 4,519 | 0 |
3
Aaron Cohen
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
32,577,341 | 2,412,300 | 4,530 | 0 |
Collin Roche
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,671,590 | 1,318,011 | 4,570 | 0 |
Mike Gordon
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,693,077 | 1,296,589 | 4,505 | 0 |
6. | With respect to the approval of the proposal to elect eight directors, effective as of and contingent upon the consummation of the Business Combination, to serve on Parent’s board of directors in the event that Parent is not a controlled company upon the consummation of the Business Combination, the votes were as follows: |
Anna May Trala
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
32,578,790 | 2,410,750 | 4,631 | 0 |
Stuart Yarbrough
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,692,886 | 1,296,589 | 4,696 | 0 |
KJ McConnell
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
32,577,300 | 2,412,171 | 4,700 | 0 |
Jeff Hack
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,678,001 | 1,311,474 | 4,696 | 0 |
Christine Larsen
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,693,032 | 1,296,439 | 4,700 | 0 |
4
Aaron Cohen
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
32,577,275 | 2,412,200 | 4,696 | 0 |
Collin Roche
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,671,564 | 1,317,911 | 4,696 | 0 |
Mike Gordon
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
32,692,916 | 2,296,589 | 4,666 | 0 |
7. | With respect to the approval of the proposal to adjourn the special meeting, if necessary, the votes were as follows: |
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
33,671,791 | 1,318,826 | 3,554 | 0 |
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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.
Dated: October 15, 2020
FINTECH ACQUISITION CORP. III | ||
By: | /s/ James J. McEntee, III | |
Name: | James J. McEntee, III | |
Title: | President and Chief Financial Officer |
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