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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 October 22, 2019, C&J Energy Services, Inc. (“C&J”) held a Special Meeting of Stockholders (the “Special Meeting”) in Houston, Texas to consider certain proposals related to the Agreement and Plan of Merger, dated as of June 16, 2019, by and among Keane Group, Inc. (“Keane”), King Merger Sub Corp., a wholly owned subsidiary of Keane (“Merger Sub”), and C&J (the “Merger Agreement”), which provides, among other things and subject to the terms and conditions set forth therein, that (i) Merger Sub will merge with and into C&J, with C&J surviving the merger as a wholly owned subsidiary of Keane and (ii) immediately thereafter, as part of the same transaction, C&J will merge with and into a wholly owned subsidiary of Keane, with such subsidiary continuing as the surviving entity (the “Merger”). Prior to the Special Meeting, C&J delivered a joint proxy statement/prospectus (the “Proxy Statement”) to its stockholders describing the Special Meeting, the Merger and related information. The Proxy Statement was filed with the U.S. Securities and Exchange Commission on September 6, 2019.
As of the close of business on September 18, 2019, the record date for the Special Meeting, there were 66,025,304 shares of C&J common stock outstanding. Each outstanding share of C&J common stock entitled its holder of record to one vote on each matter to be considered at the Special Meeting. At the Special Meeting, 55,206,108 shares of C&J common stock were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting.
The following are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is more fully described in the Proxy Statement.
Merger Proposal: to approve the adoption of the Merger Agreement.
C&J’s stockholders approved the Merger Agreement. The voting results were as follows:
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For
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Against
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Abstain
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55,175,785
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28,726
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1,597
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Compensation Proposal : to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to C&J’s named executive officers in connection with the Merger.
The compensation that may be paid or become payable to C&J’s named executive officers in connection with the Merger was approved, on an advisory basis, as follows:
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For
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Against
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Abstain
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46,918,674
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8,000,421
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287,013
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Adjournment Proposal : to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement or to ensure that any supplement or amendment to the accompanying joint proxy statement is timely provided to C&J stockholders.
C&J’s stockholders approved the adjournment of the Special Meeting, if necessary or appropriate. The voting results were as follows:
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For
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Against
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Abstain
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51,547,799
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3,325,274
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333,035
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