Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 3, 2022, FTS International, Inc. (the "Company" or "FTSI"), convened a
special meeting of stockholders (the "Special Meeting") to consider and vote
upon certain proposals related to the Agreement and Plan of Merger, dated
October 21, 2021, as amended on March 1, 2022 (the "Merger Agreement"), by and
among FTSI, ProFrac Holdings, LLC ("Parent") and ProFrac Acquisitions, Inc., a
wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub
will merge with and into FTSI, with FTSI continuing as the surviving corporation
and as a majority owned subsidiary of Parent (the "Merger"). As a result of the
Merger, FTSI will no longer be publicly held. FTSI common stock will be delisted
from the NYSE American and deregistered under the Securities Exchange Act of
1934, as amended.
There were 13,837,746 shares of Class A common stock, par value $0.01 per share,
of FTSI ("Class A Common Stock") and 312,306 shares of Class B common stock, par
value $0.01 per share, of FTSI ("Class B Common Stock" and, together with the
Class A Common Stock, the "Shares"), in each case, issued and outstanding as of
January 21, 2022, the record date for the Special Meeting (the "Record Date").
At the Special Meeting, the holders of 10,514,532 Shares were present via
webcast or represented by proxy, representing approximately 74.30% of the total
outstanding Shares as of the Record Date, which constituted a quorum. Holders of
approximately 71.54% of the outstanding Shares, and holders of approximately
64.69% of the outstanding Shares other than Shares held by Parent or any of its
Affiliates, voted to approve the Merger Agreement. Under the Merger Agreement,
unless waived by the Company, the affirmative vote of at least a majority of the
outstanding Shares other than Shares held by Parent or any of its Affiliates is
a condition to the Company's obligation to consummate the Merger.
At the Special Meeting, the following proposals were voted upon (each of which
is described in greater detail in the definitive proxy statement filed by FTSI
with the Securities and Exchange Commission on January 24, 2022):
Proposal 1 - The Merger Proposal: To approve and adopt the Merger Agreement (the
"Merger Proposal"), dated October 21, 2021.
Proposal 2 - The Merger Compensation Proposal: To approve, on a non-binding
advisory basis, certain compensation that will or may be paid by FTSI to its
named executive officers that is based on or otherwise relates to the Merger.
Proposal 3 - The Adjournment Proposal: To approve the adjournment of the Special
Meeting, including if necessary, to solicit additional proxies in favor of
Proposal 1, the Merger Proposal, if there are not sufficient votes at the time
of such adjournment to approve the Merger Proposal. Although Proposal 3 was
approved, the adjournment of the Special Meeting was not necessary because
FTSI's stockholders approved Proposal 1.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - Merger Proposal
Outstanding Shares
Votes For Votes Against Abstentions
10,124,258 389,965 309
Outstanding Shares Other Than Shares Held By Parent or Any of Its Affiliates
Votes For Votes Against Abstentions
7,374,258 389,965 309
Proposal No. 2 - Merger Compensation Proposal
Votes For Votes Against Abstentions
6,524,504 3,070,673 919,355
Proposal No. 3 - Adjournment Proposal
Votes For Votes For Abstentions
9,905,211 382,436 226,825
Item 8.01. Other Events
On March 3, 2022, FTSI issued a press release announcing the results of the
Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated March 3, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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