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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 24, 2020, WillScot Corporation
(“WillScot”) held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals
identified below, each of which is described in detail in the definitive joint proxy statement/prospectus, dated May 6, 2020,
which WillScot filed with the U.S. Securities and Exchange Commission and first mailed to WillScot’s stockholders on or
about May 8, 2020, in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of March 1,
2020, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 28, 2020 (as so amended, the
“Merger Agreement”), by and among WillScot, Picasso Merger Sub, Inc., a wholly owned subsidiary of WillScot (“Merger
Sub”) and Mobile Mini, Inc. (“Mobile Mini”), pursuant to which, at the effective time, Merger Sub will
merge with and into Mobile Mini, with Mobile Mini surviving as a wholly-owned subsidiary of WillScot (the “Merger”).
At the Special Meeting, the WillScot stockholders
voted on three proposals, as set out below. The WillScot stockholders approved all three proposals. The number of votes cast for
or against, and any abstentions, with respect to each proposal is set out below:
Proposal 1: WillScot Stock Issuance
To approve the issuance of shares of WillScot’s
Class A common stock, par value $0.0001 per share, to the stockholders of Mobile Mini as merger consideration. The results
of the vote taken were as follows:
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For
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Against
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Abstain
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Broker Non-Vote
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108,100,910
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6,761
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718,649
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N/A
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Proposal 2: Combined Company Charter Amendment
To approve and adopt the amended and restated
certificate of incorporation of WillScot, to be renamed WillScot Mobile Mini Holdings Corp. at the closing of the Merger. The results
of the vote taken were as follows:
Class A Common Stock
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For
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Against
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Abstain
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Broker Non-Vote
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80,389,639
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19,696,409
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715,853
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N/A
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Class B Common Stock
For
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Against
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Abstain
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Broker Non-Vote
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8,024,419
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0
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0
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N/A
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Class A Common Stock and Class B Common Stock
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For
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Against
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Abstain
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Broker Non-Vote
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88,414,058
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19,696,409
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715,853
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N/A
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Proposal 3: 2020 Incentive Plan
To amend and restate, in its entirety, the
WillScot Corporation 2017 Incentive Award Plan, as amended, as the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan.
The results of the vote taken were as follows:
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For
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Against
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Abstain
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Broker Non-Vote
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107,822,912
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278,165
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725,243
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N/A
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Proposal 4: Adjournment of the Meeting
To vote on a proposal to approve the adjournment
of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there
are not sufficient votes at the time of the Special Meeting to approve the WillScot Stock Issuance Proposal and the Combined Company
Charter Amendment Proposal.
The adjournment proposal was not called
to vote because there were sufficient votes at the time of the Special Meeting to approve the WillScot Stock Issuance Proposal
and the Combined Company Charter Amendment Proposal.