MP Materials Corp 8-K/A, filed Nov 16, 2020
MP Materials Corp. (MP)
About this 8-K/A
MP Materials Corp filed this 8-K/A on November 16, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends and restates the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission, previously filed on November 16, 2020.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 13, 2020, Fortress Value Acquisition Corp., a Delaware corporation (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, holders of an aggregate of 21,691,441 shares of Class A common stock of the Company, par value $0.0001 per share, and 8,625,000 shares of Class F common stock, par value $0.0001 per share (together, the “common stock”), which represents 70.30% of the shares of common stock outstanding and entitled to vote as of the record date of Monday, October 12, 2020, were represented in person or by proxy at the Special Meeting.
At the Special Meeting, the following proposals were submitted to and approved by the Company’s stockholders as follows:
| 1. | Proposal No. 1 - The Business Combination Proposal - To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of July 15, 2020 (as amended on August 26, 2020, the “Merger Agreement”), by and among the Company, FVAC Merger Corp. I, a Delaware corporation and a direct, wholly-owned subsidiary of the Company, FVAC Merger LLC II, a Delaware limited liability company that is treated as a corporation for U.S. federal income tax purposes and a direct, wholly-owned subsidiary of the Company, FVAC Merger LLC III, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company, FVAC Merger LLC IV, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company, MP Mine Operations LLC, a Delaware limited liability company (“MPMO”) and Secure Natural Resources LLC, a Delaware limited liability company (together with MPMO, each a “Company” and collectively, the “Companies”) and the transactions contemplated thereby, pursuant to which each of the Companies shall become indirect wholly-owned subsidiaries of the Company upon consummation of the business combination (collectively, the “Business Combination,” and such proposal, the “Business Combination Proposal”): |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 30,200,251 |
11,979 | 104,211 | 0 |
The Business Combination Proposal was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.
The Charter Proposals — To consider and vote upon six separate proposals to approve the following material differences between the proposed second amended and restated certificate of incorporation of the Company (the “proposed charter”) that will be in effect upon the closing of the Business Combination and the Company’s current certificate of incorporation (the “current charter”), which we refer to as the “Charter Proposals”:
| 2. | Proposal No. 2 - Increase of the total number of authorized shares of all classes of capital stock from 221,000,000 shares to 500,000,000, consisting of (a) 450,000,000 shares of MPMC Class A common stock and (b) 50,000,000 shares of preferred stock: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 29,871,824 |
246,665 | 197,952 | 0 |
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Proposal No. 2 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.
| 3. | Proposal No. 3 - Classify the Company’s board of directors, so that the board of directors of the Company following the consummation of the Business Combination (such post-Business Combination company, “MPMC”) be divided into three classes of directors, with only one class of directors being elected each year and members of each class (except for those directors appointed to Class I and Class II in connection with the Business Combination) serving a three-year term, and to make certain related changes: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 24,436,438 |
5,685,702 | 194,301 | 0 |
Proposal No. 3 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.
| 4. | Proposal No. 4 - Provide that MPMC will not be governed by Section 203 of the Delaware General Corporation Law (“DGCL”) and, instead, will be governed under a provision that is substantially similar to Section 203 of the DGCL, but excludes Fortress Acquisition Sponsor LLC, JHL Capital Group LLC and any Exempt Transferee (as defined in the proposed charter) and their respective affiliates or successors or any “group”, or any member of any such group, to which such persons are a party from the definition of “interested stockholder,” and to make certain related changes: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 24,424,266 |
5,610,186 | 281,989 | 0 |
Proposal No. 4 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.
| 5. | Proposal No. 5 - Include an exclusive forum provision adopting the Court of Chancery of the State of Delaware as the exclusive forum for certain stockholder litigation, other than with respect to any complaint asserting a cause of action arising under then United States federal securities laws, including the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for which the federal courts of the United States of America will be the exclusive jurisdiction under the amended and restated certificate of incorporation to the fullest extent permitted by law: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 27,917,749 |
2,171,802 | 226,890 | 0 |
Proposal No. 5 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.
| 6. | Proposal No. 6 - Require that any amendments relating to Article V (Board of Directors) may only be amended, in addition to any vote required by applicable law, by the affirmative vote of the holders of at least 66.7% of the voting power of all the then-outstanding shares of stock of MPMC entitled to vote in the election of directors, voting together as a single class: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 24,517,852 |
5,584,776 |
213,813 |
0 |
Proposal No. 6 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.
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| 7. | Proposal No. 7 - Approve the proposed charter, which includes the approval of all other changes in the proposed charter in connection with replacing the current charter with the proposed charter as of the closing of the Business Combination: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 30,049,970 |
49,412 | 217,059 | 0 |
Proposal No. 7 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.
| 8. | Proposal No. 8 - The NYSE Issuance Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of shares of common stock pursuant to the Merger Agreement, the Subscription Agreements and the Parent Sponsor Warrant Exchange Agreement, which we refer to as the “NYSE Issuance Proposal”: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 29,984,049 |
174,000 |
158,392 |
0 |
The NYSE Issuance Proposal was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.
| 9. | Proposal No. 9 - The Director Election Proposal - To consider and vote upon a proposal to elect seven directors to serve staggered terms on the board of directors of the Company until immediately following the 2021, 2022 and 2023 annual meetings of the Company’s stockholders, as applicable, and until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal, which we refer to as the “Director Election Proposal: |
| For |
Against |
Abstain |
Broker | |||||
| James H. Litinsky |
30,022,324 | 132,551 | 161,566 | 0 | ||||
| Randall Weisenburger |
29,991,796 | 140,714 | 183,931 | 0 | ||||
| Daniel Gold |
29,998,408 | 133,429 | 184,604 | 0 | ||||
| Andrew A. McKnight |
30,013,613 | 121,903 | 180,925 | 0 | ||||
| General (Retired) Richard B. Myers |
29,994,163 | 140,649 | 181,629 | 0 | ||||
| Maryanne R. Lavan |
30,102,451 | 29,846 | 184,144 | 0 | ||||
| Connie K. Duckworth |
30,083,929 | 48,734 | 183,778 | 0 |
All nominees for election to the board of directors of the Company following the consummation of the Business Combination were elected, each such nominee having received “for” votes from holders of at least a plurality of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.
| 10. | Proposal No. 10 - The Incentive Plan Proposal - To consider and vote upon a proposal to approve and adopt the Incentive Plan, which we refer to as the “Incentive Plan Proposal”: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 24,145,532 |
5,851,632 | 319,277 | 0 |
The Incentive Plan Proposal was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Fortress Value Acquisition Corp. | ||||||
| Date: November 16, 2020 | By: | /s/ Andrew A. McKnight | ||||
| Name: | Andrew A. McKnight | |||||
| Title: | Chief Executive Officer | |||||