COWEN INC. Item 5.07 Submission of Matters to a Vote of Security Holders
On
As of the close of business on
1. Proposal to adopt the Agreement and Plan of Merger, dated as of
(the "Merger Agreement"), by and among The Toronto-Dominion Bank, a Canadian
chartered bank ("Parent"), Crimson Holdings Acquisition Co. , a Delaware
corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"),
and the Company (the "Merger Proposal") as described in the Proxy Statement.
Set forth below are the voting results for the Merger Proposal, which was approved by the Company's common stockholders, receiving the affirmative vote of approximately 75.3% of the shares of the Company's common stock outstanding and entitled to vote at the Special Meeting.
Votes For Votes Against Abstentions Broker Non-Votes 21,091,669 20,335 88,126
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2. Proposal to approve, by advisory (non-binding) vote, the compensation that may
be paid or become payable to the Company's named executive officers in
connection with the consummation of the merger contemplated by the Merger
Agreement (the "Advisory Compensation Proposal") as described in the Proxy
Statement.
Set forth below are the voting results for the Advisory Compensation Proposal, which was not approved by the Company's common stockholders, receiving the affirmative vote of approximately 33.5% of the shares of the Company's common stock present in person or by proxy and entitled to vote at the Special Meeting.
Votes For Votes Against Abstentions Broker Non-Votes 7,105,623 12,836,679 1,257,828 -
3. In connection with the Special Meeting, the Company also solicited proxies
with respect to the adjournment of the Special Meeting for the purpose of
soliciting additional proxies if there are insufficient votes at the Special
Meeting to approve the Merger Proposal (the "Adjournment Proposal") as
described in the Proxy Statement. As there were sufficient votes at the time
of the Special Meeting to approve the Merger Proposal, the Adjournment
Proposal was unnecessary and such proposal was not submitted to the Company's
stockholders for approval at the Special Meeting.
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Item 8.01. Other Events.
On
Cautionary Note Regarding Forward-looking Statements
This communication contains certain forward-looking statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking terms such as "may," "might," "will," "would," "could," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "project," "possible," "potential," "intend," "seek" or "continue," the negative of these terms and other comparable terminology or similar expressions.
These forward-looking statements represent only Company's beliefs regarding future events (many of which, by their nature, are inherently uncertain and beyond Company's control) and are predictions only, based on Company's current expectations and projections about future events. There are important factors that could cause Company's actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, among others:
? the parties' ability to consummate the proposed transaction in within the
expected time-frame or at all;
? the satisfaction or waiver of the conditions to the completion of the proposed
transaction, including the receipt of regulatory clearances required to
consummate the proposed transaction, in each case, on the terms expected or on
the anticipated schedule;
? the risk that the parties may be unable to achieve the anticipated benefits of
the proposed transaction within the expected time-frames or at all;
? the occurrence of any event that could give rise to the termination of the
proposed transaction, including in circumstances which would require the
Company to pay a termination fee;
? the effect of the announcement or pendency of the proposed transaction on the
Company's ability to retain and hire key personnel and its ability to maintain
relationships with its customers, clients, vendors and others with whom it does
business;
? risks related to diverting management's attention from the Company's ongoing
business operations; and
? the risk that stockholder litigation in connection with the proposed
transaction may result in significant costs of defense, indemnification and
liability and may delay the proposed transaction.
In particular, you should consider the risks outlined under Item 1A - "Risk
Factors" in the Company's Annual Report on Form 10-K for the year ended
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated
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