Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 11, 2018, The Finish
Line, Inc. (the
Company
) held a Special Meeting of Shareholders (the
Special Meeting
), at which the Companys shareholders approved the Agreement and Plan of Merger dated as of March 25,
2018 (the
Merger Agreement
) by and among JD Sports Fashion Plc (
JD Sports
), Genesis Merger Sub, Inc. (
Merger Sub
), and the Company. At the Special Meeting, the
shareholders of the Company did not approve the
non-binding
advisory proposal regarding the compensation payable to the Companys named executive officers in connection with the merger. The shareholders
of the Company also voted to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. The Special
Meeting was not adjourned to a later date.
The final voting results for each proposal are set forth below:
Proposal 1:
To approve the Merger Agreement by and among JD Sports, Merger Sub, and the Company, pursuant to which Merger Sub will be
merged with and into the Company, with the Company surviving the merger as an indirect wholly-owned subsidiary of JD Sports.
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For
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Against
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Abstain
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Broker
Non-Votes
|
28,508,611
|
|
41,850
|
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284,687
|
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-0-
|
Proposal 2:
To approve a
non-binding
advisory proposal to
approve the compensation that may become payable to the named executive officers of the Company that is based on or otherwise relates to the merger.
|
|
|
|
|
|
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For
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Against
|
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Abstain
|
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Broker
Non-Votes
|
9,502,948
|
|
18,791,194
|
|
541,006
|
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-0-
|
Proposal 3:
To approve a proposal to adjourn the Special Meeting, if necessary, to solicit
additional proxies in the event there are not sufficient votes present at the Special Meeting in person or by proxy to approve the Merger Agreement.
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For
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Against
|
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Abstain
|
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Broker
Non-Votes
|
26,565,831
|
|
1,969,805
|
|
299,512
|
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-0-
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Although Proposal 3 was approved, adjournment of the Special Meeting was not necessary or appropriate because
the Companys shareholders approved the Merger Agreement.
Each of the foregoing proposals is described in detail in the definitive
proxy statement filed by the Company with the Securities and Exchange Commission (
SEC
) on May 7, 2018. The merger contemplated by the Merger Agreement is expected to close on June 18, 2018, subject to customary
closing conditions.
Forward-Looking Statements
Certain statements in this report, including those regarding the proposed transaction between the Company, JD Sports, and Merger Sub, the
expected timetable for completing the proposed transaction, and the potential benefits created by the proposed transaction, are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of statements that include, but are not limited to, phrases such as believe, expect, future,
anticipate, intend, plan, foresee, may, should, will, estimates, potential, continue, or other similar words or phrases.
Similarly, statements that describe objectives, plans, or goals also are forward-looking statements. Such forward-looking statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the
control of the Company, JD Sports, or Merger Sub. The Company cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, implied, or projected by such forward-looking statements.
Risks and uncertainties include, but are not limited to: the failure of the proposed transaction to close in a timely manner or at all; the
effects of the announcement or pendency of the proposed transaction on the Company and its business; the nature, cost, and outcome of any litigation related to the proposed transaction; general
economic conditions; the Companys reliance on a few key vendors for a majority of its merchandise purchases (including a significant portion from one key vendor); the availability and timely receipt of products; the ability to timely fulfill
and ship products to customers; fluctuations in oil prices causing changes in gasoline and energy prices, resulting in changes in consumer spending as well as increases in utility, freight, and product costs; product demand and market acceptance
risks; the inability to locate and obtain or retain acceptable lease terms for the Companys stores; the effect of competitive products and pricing; loss of key employees; cybersecurity risks, including breach of customer data; the potential
impact of legal or regulatory changes, including the impact of the U.S. Tax Cuts and Jobs Act of 2017; interest rate levels; the impact of inflation; a major failure of technology and information systems; and the other risks detailed in the
Companys SEC filings. Readers are urged to consider these factors carefully in evaluating the forward-looking statements.
If any of
these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, the developments and future events concerning the Company, JD Sports, and Merger Sub set forth in this report
may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document. We anticipate that subsequent events and
developments will cause our expectations and beliefs to change. The Company assumes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of
unanticipated events, unless obligated to do so under the federal securities laws.