| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
As previously disclosed, on May 29, 2022, CatchMark Timber Trust, Inc., a Maryland corporation (the “Company” or “Catchmark”), and CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PotlatchDeltic Corporation, a Delaware corporation (“Parent” or “PotlatchDeltic”), and Horizon Merger Sub 2022, LLC, a Delaware limited liability company (“Merger Sub”). Pursuant to the Merger Agreement, the Company will be merged with and into Merger Sub (the “Company Merger”), with Merger Sub surviving the Company Merger. Immediately following the Company Merger, the Partnership will be merged with and into Merger Sub (the “Partnership Merger” and together with the Company Merger, collectively the “Mergers”), with Merger Sub surviving the Partnership Merger. Capitalized terms used below but not defined herein have the respective meanings assigned thereto in the Merger Agreement.
The Company convened its special meeting of stockholders on September 13, 2022 (the “Special Meeting”). At the Special Meeting, the Company’s common stockholders voted on two proposals related to the Merger Agreement, as it may be amended from time to time, as described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission and first mailed to stockholders on August 12, 2022.
As of the close of business on August 10, 2022, the record date for the Special Meeting, there were 49,275,171 shares of common stock of the Company, par value $0.01 per share (the “common stock”), outstanding and entitled to vote. Each share of common stock was entitled to one vote with respect to each proposal at the Special Meeting. A total of 36,393,000 shares of common stock were present virtually or by proxy, representing 73.86% of the votes entitled to be cast at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. At the Special Meeting, the Company’s stockholders were asked to consider and vote on the following matters:
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a proposal to approve the Company Merger pursuant to the terms of the Merger Agreement (the “Company Merger Proposal”); and |
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a non-binding, advisory proposal to approve certain compensation that will be paid or may become payable to the named executive officers of CatchMark in connection with the Company Merger and the other transactions contemplated by the merger agreement (the “CatchMark Compensation Proposal”). |
A proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were not sufficient votes at the Special Meeting to approve the Company Merger Proposal (the “CatchMark Adjournment Proposal”) was not presented to stockholders for their approval because there were sufficient votes present to approve the Company Merger Proposal.
The final voting results for each proposal presented to stockholders for approval are set forth below.
Proposal No. 1: Approval of the Company Merger Proposal
At the Special Meeting, the Company’s common stockholders voted to approve the Company Merger. The table below sets forth the voting results for this 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 |
| 36,246,571 |
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75,795 |
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70,634 |
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Proposal No. 2: Approval of the CatchMark Compensation Proposal
At the Special Meeting, the Company’s common stockholders did not vote to approve, on a non-binding, advisory basis, the compensation that will be paid or may become payable to the named executive officers of the Company in connection with the Company Merger and the other transactions contemplated by the Merger Agreement.