Item 1.01 Entry into a Material Definitive Agreement
On
Under the terms of the Conditional Payoff Agreement, the
The foregoing description of the Conditional Payoff Agreement and the Payoff Amount Guarantee does not purport to be complete and is qualified in its entirety by reference to the full text of the Conditional Payoff Agreement and the Payoff Amount Guarantee, a copy of each of which is filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and the terms of which are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 with respect to the Credit Facility, Conditional Payoff Agreement and Payoff Amount Guarantee is incorporated into this Item 2.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the 2021 Annual Meeting of Stockholders of
All nominees for election to the Board were elected for a term that will
continue until the next annual meeting of stockholders or until the director's
successor has been duly elected and qualified (or the director's earlier
resignation, death or removal). The Company's stockholders also ratified the
appointment of
The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company's independent inspector of election reported the final vote of the stockholders as follows:
Proposal No. 1 - Election of Directors
Director Name Votes For Votes Withheld Broker Non-Votes John Gellert 15,022,429 231,664 4,003,428 Andrew R. Morse 15,021,046 233,047 4,003,428 R. Christopher Regan 15,018,565 235,528 4,003,428 Julie Persily 14,706,603 547,491 4,003,428 Alfredo Miguel Bejos 14,644,009 610,084 4,003,428 2
--------------------------------------------------------------------------------
Proposal No. 2 - Ratification of
Votes For Votes Against Abstain Broker Non-Votes 19,012,465 243,501 1,556 -
Item 7.01 Regulation FD Disclosure
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.1* Second Amendment and Conditional Payoff Agreement, datedJune 10, 2021 , by and amongFalcon Global USA LLC , the other loan parties,SEACOR Marine Holdings Inc. ,JPMorgan Chase Bank, N.A ., as administrative agent for the lenders, and the lenders party thereto. 10.2 Conditional Payoff Guaranty, datedJune 10, 2021 , by and betweenSEACOR Marine Holdings Inc. , as guarantor, andJPMorgan Chase Bank, N.A ., as administrative agent for the lenders. 99.1 Press Release ofSEACOR Marine Holdings Inc. datedJune 11, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation
S-K. A copy of any omitted exhibit will be furnished to the
3
--------------------------------------------------------------------------------
© Edgar Online, source