Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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A special meeting of stockholders (the
“Special Meeting”) of West Marine, Inc., a Delaware corporation (the “Company”), was held on
September 12, 2017 at 8:00 a.m., Pacific Time, at West Marine Support Center located at 500 Westridge Drive, Watsonville,
California 95076-4100. A total of 21,707,565 shares of common stock, par value $0.001 per share, of the Company
(“Common Stock”), out of a total of 25,274,566 shares of Common Stock issued and outstanding and entitled to vote
as of August 3, 2017 (the “Record Date”), were present in person or represented by proxy at the Special Meeting,
and, therefore, a quorum was present. A summary of the voting results for the following proposals, each of which is described
in detail in the Company’s definitive proxy statement dated August 11, 2017 and first mailed to the Company’s
stockholders on or about August 14, 2017, is set forth below:
Adoption of the Merger Agreement
As previously disclosed, on June 29, 2017, the Company entered
into an Agreement and Plan of Merger (the “Merger Agreement”) with Rising Tide Parent Inc., a Delaware corporation
(“Parent”), and Rising Tide Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”).
Parent and Sub are entities affiliated with Monomoy Capital Partners, a New York-based private equity fund. Under the Merger Agreement,
at the effective time of the merger, Sub will merge with and into the Company, with the Company surviving the merger as a wholly-owned
subsidiary of Parent (the “Merger”).
At the Special Meeting, the Company’s
stockholders voted upon and approved a proposal to adopt the Merger Agreement. Approximately 85.53% of the outstanding shares
of Common Stock as of the Record Date voted in favor of the proposal. The votes on this proposal were as follows:
Votes
For
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Votes
Against
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Votes
Abstained
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21,617,979
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69,915
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19,671
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Advisory Vote on Merger-Related Compensation
At the Special Meeting, the Company’s stockholders
voted upon and approved a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become
payable to the Company’s named executive officers and that is based on, or otherwise relates to, the Merger.
Approximately 96.96% of the shares of Common Stock present in person or represented by proxy at the Special Meeting were voted in
favor of the proposal. The votes on this proposal were as follows:
Votes
For
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Votes
Against
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Votes
Abstained
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21,048,351
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380,184
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279,030
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Adjournment of the Special Meeting
Because stockholders holding at least a majority of the shares
of Common Stock outstanding and entitled to vote approved the proposal to adopt the Merger Agreement, the vote was not called on
the proposal to adjourn the Special Meeting from time to time to a later date or time if necessary or appropriate, including to
solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are insufficient votes at the time of
the Special Meeting to adopt the Merger Agreement.