Current Report Filing (8-k)
16 Abril 2020 - 6:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 16, 2020
GRAF INDUSTRIAL CORP.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-38703
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83-1138508
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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118 Vintage Park Blvd., Suite W-22
Houston, Texas 77070
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (281) 515-3517
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of common stock and one redeemable warrant
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GRAF.U
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The New York Stock Exchange
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Common stock, $0.0001 par value per share
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GRAF
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The New York Stock Exchange
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Warrants, each exercisable for three-quarters of one share of common stock
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GRAF WS
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On April 16, 2020,
Graf Industrial Corp. (the “Company”) filed with the Secretary of State of the State of Delaware, an amendment (the
“Extension Amendment”) to the Company’s second amended and restated certificate of incorporation to extend the
date by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses from April 18, 2020 to July 31, 2020 (the “Extension”).
The Company’s stockholders approved the Extension Amendment at a special meeting in lieu of the 2020 annual meeting of stockholders
of the Company (the “Special Meeting”) on April 16, 2020. The foregoing description of
the Extension Amendment is qualified in its entirety by the full text of the Extension Amendment, filed as Exhibit 3.1 hereto and
incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On April 16, 2020, at the Special Meeting,
a total of 24,965,099 (81.93%) of the Company’s issued and outstanding shares of common stock held of record as of March
19, 2020, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s
stockholders voted on the following proposals at the Special Meeting, each of which were approved. The final vote tabulation for
each proposal is set forth below.
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1.
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To approve and adopt the
Extension Amendment.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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24,946,199
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18,900
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0
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0
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2.
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To elect Julie J. Levenson and Sabrina McKee to serve
as Class I directors on the Company’s board of directors until the 2023 annual meeting of stockholders or until their respective
successors are elected and qualified.
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Votes For
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Votes Withheld
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Broker Non-Votes
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Julie J. Levenson
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24,918,683
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46,416
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0
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Sabrina McKee
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24,243,499
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721,600
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0
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3.
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To approve the adjournment of the Special Meeting to
a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there
are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment proposal.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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24,918,683
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46,416
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0
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0
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Although this proposal would have received
sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not
to be necessary or appropriate.
After giving effect to the redemption of
12,921,275 shares of the Company’s common stock in connection with the Extension, there is approximately $117.1 million remaining
in the Company’s trust account to consummate a business combination.
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Item 9.01
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Financial Statements
and Exhibits.
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(d) Exhibits
SIGNATURE
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.
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GRAF INDUSTRIAL CORP.
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By:
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/s/ James A. Graf
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Name: James A. Graf
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Title: Chief Executive Officer
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Dated: April 16, 2020
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