UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders of Haynes International, Inc. (the “Company”) held on April 16, 2024 (the “Special Meeting”), the Company’s stockholders voted to approve the Company’s pending acquisition by North American Stainless, Inc. As of the close of business on March 11, 2024, the record date for the Special Meeting, there were 12,782,992 shares of the Company’s common stock outstanding and entitled to vote. A total of 10,587,947 shares of the Company’s common stock were present in person (virtually) or by proxy at the Special Meeting, representing approximately 82.82% of the total number of shares outstanding and entitled to vote at the Special Meeting, which constituted a quorum. As of the date of this Current Report on Form 8-K, the transaction is expected to close in the third calendar quarter of 2024, as described in the Company’s proxy statement for the Special Meeting filed with the U.S. Securities and Exchange Commission on March 18, 2024 (the “Proxy Statement”).
At the Special Meeting, the Company’s stockholders voted on the proposals listed below, which are described in detail in the Proxy Statement. The final, certified results reported by the Company’s independent inspector of elections for each proposal are set forth below.
Proposal 1: The Merger Proposal
To adopt the Agreement and Plan of Merger, dated as of February 4, 2024 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, North American Stainless, Inc., a Delaware corporation (“Parent”), Warhol Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely for the purpose of certain sections therein, Acerinox S.A., a Spanish sociedad anonima.
The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved:
| Votes For | Votes Against | Abstentions | ||
| 10,578,609 | 3,842 | 5,496 |
Proposal 2: The Compensation Proposal
To approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the transactions contemplated by the Merger Agreement.
The following advisory votes were cast at the Special Meeting (in person or by proxy) and the non-binding proposal was approved:
| Votes For | Votes Against | Abstentions | ||
| 8,368,401 | 2,192,150 | 27,396 |
The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement, was not voted upon at the Special Meeting since there were sufficient votes to approve Proposal 1.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. All statements other than statements of historical fact, including statements regarding market and industry prospects and future results of operations or financial position, made in this Current Report on Form 8-K are forward-looking. In many cases, you can identify forward-looking statements by terminology, such as “may”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. Statements in this communication that are forward looking may include, but are not limited to, statements regarding the benefits of the proposed acquisition of the Company by Parent and the associated integration plans, expected synergies and capital expenditure commitments, anticipated future operating performance and results of the Company, the expected management and governance of the Company following the acquisition and expected timing of the closing of the proposed acquisition and other transactions contemplated by the Merger Agreement.
There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are difficult to predict and are generally outside the Company’s control, that could cause actual performance or results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. Such risks and uncertainties include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the right of the Company or Parent or both of them to terminate the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the failure to obtain applicable regulatory approvals in a timely manner or otherwise; the risk that the acquisition may not close in the anticipated timeframe or at all due to one or more of the other closing conditions to the transaction not being satisfied or waived; the risk that there may be unexpected costs, charges or expenses resulting from the proposed acquisition; risks that the proposed transaction disrupts the Company’s current plans and operations; the risk that certain restrictions during the pendency of the proposed transaction may impact the Company’s ability to pursue certain business opportunities or strategic transactions; risks related to disruption of each company’s management’s time and attention from ongoing business operations due to the proposed transaction; continued availability of capital and financing and rating agency actions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock, credit ratings or operating results; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel, to retain customers and to maintain relationships with each of their respective business partners, suppliers and customers and on their respective operating results and businesses generally; the risk of litigation that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers and/or regulatory actions related to the proposed acquisition, including the effects of any outcomes related thereto; risks related to unpredictable and severe or catastrophic events, including but not limited to acts of terrorism, war or hostilities, cyber attacks, or the impact of the COVID-19 pandemic or any other pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide on the Company’s business, financial condition and results of operations, as well as the response thereto by each company’s management; and other business effects, including the effects of industry, market, economic, political or regulatory conditions.
Also, the Company’s actual results may differ materially from those contemplated by the forward-looking statements for a number of additional reasons as described in the Company’s filings with the SEC, including those set forth in the Risk Factors section and under any “Forward-Looking Statements” or similar heading in the Company’s most recently filed Annual Report on Form 10-K filed November 16, 2023, the Company’s Definitive Proxy Statement filed March 18, 2024 and the Company’s Current Reports on Form 8-K.
The Company has based these forward-looking statements on its current expectations and projections about future events. Although the Company believes that the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate. As a result, the forward-looking statements based upon those assumptions also could be incorrect. Except to the extent required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements speak only as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HAYNES INTERNATIONAL, INC. | |||
| Date: April 16, 2024 | By: | /s/ Michael L. Shor | |
| Name: | Michael L. Shor | ||
| Title: | President and Chief Executive Officer | ||
Cover |
Apr. 16, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 16, 2024 |
| Entity File Number | 001-33288 |
| Entity Registrant Name | HAYNES INTERNATIONAL INC |
| Entity Central Index Key | 0000858655 |
| Entity Tax Identification Number | 06-1185400 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1020 West Park Avenue |
| Entity Address, City or Town | Kokomo |
| Entity Address, State or Province | IN |
| Entity Address, Postal Zip Code | 46904-9013 |
| City Area Code | 765 |
| Local Phone Number | 456-6000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.001 per share |
| Trading Symbol | HAYN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |