0001273931false5/23/202200012739312022-05-232022-05-23
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): May 23,
2022
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MoneyGram International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-31950 |
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16-1690064 |
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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.) |
2828 N. Harwood Street, 15th
Floor, Dallas, Texas 75201
(Address of principal executive offices)
(214) 999-7552
(Registrant’s telephone number, including area code)
__________________
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 (see General Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
MGI |
The NASDAQ Stock Market LLC |
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 ☐
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. ☐
Item 5.07. Submission
of Matters to a Vote of Securities Holders
On May 23, 2022, MoneyGram International, Inc. (the
“Company”)
held a virtual-only special meeting of stockholders (the
“Special
Meeting”)
related to that certain Agreement and Plan of Merger (the
“Merger
Agreement”),
dated as of February 14, 2022, by and among Company, Mobius Parent
Corp., a Delaware corporation, and Mobius Merger Sub, Inc., a
Delaware corporation, pursuant to which the Company will be
acquired by an affiliate of Madison Dearborn Partners, LLC, a
Delaware limited liability company (“MDP”),
through a merger of a wholly owned subsidiary of MDP into the
Company (the “Merger”).
The following matters were voted on by the Company’s
stockholders:
As of April 20, 2022, the record date for the Special Meeting,
there were 96,278,259 shares of the Company’s common stock, par
value $0.01 per share (the “Common
Stock”),
outstanding, each of which was entitled to one vote for each
proposal at the Special Meeting. At the Special Meeting, a total of
56,750,735 shares of Common Stock, representing approximately
58.94% of the outstanding shares entitled to vote, were present by
virtual attendance or by proxy, constituting a quorum to conduct
business.
Each of the proposals upon which the Company’s stockholders voted
at the Special Meeting were approved, and the final, certified
results reported by the Company’s independent inspector of election
are set forth below. For more information on each of these
proposals, see the Company’s definitive proxy statement filed with
the U.S. Securities and Exchange Commission on April 21,
2022.
1.Proposal
to approve and adopt the Merger Agreement:
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FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
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56,399,665 |
234,039 |
117,031 |
0 |
2.Proposal
to approve, on an advisory, non-binding basis, compensation that
will or may become payable to the Company’s named executive
officers in connection with the Merger:
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FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
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33,967,199 |
21,287,848 |
1,495,688 |
0 |
3.Proposal
to adjourn the Special Meeting to a later date or dates, if
necessary or appropriate, to allow time to solicit additional
proxies if there are insufficient votes to adopt the Merger
Agreement at the time of Special Meeting (the “Adjournment
Proposal”).
Because a quorum was established and represented at the meeting and
the stockholders approved the proposal to adopt the Merger
Agreement, the Adjournment Proposal was rendered moot and was not
presented.
Item 8.01. Other
Events
On May 23, 2022, the Company issued a press release regarding
stockholder approval of the Merger Agreement and certain related
matters. A copy of the press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated herein by
reference.
Item 9.01. Financial
Statements and Exhibits
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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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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MoneyGram International, Inc. |
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Date:
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May 25, 2022
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By: |
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/s/ ROBERT L. VILLASEÑOR |
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Robert L. Villaseñor |
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General Counsel, Corporate Secretary and Chief Administrative
Officer |
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