Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On October 3, 2019, Genesee & Wyoming Inc. (“G&W”) held its special meeting of stockholders (the “Special Meeting”) in connection with the Agreement and Plan of Merger, dated July 1, 2019 (as amended or modified from time to time, the “Merger Agreement”), among G&W, DJP XX, LLC (“Parent”) and MKM XXII Corp. (“Merger Sub”), a wholly-owned subsidiary of Parent, pursuant to which Merger Sub will be merged with and into G&W and G&W will survive the merger as a wholly-owned subsidiary of Parent (the “Merger”). As of the close of business on August 19, 2019, the record date for the Special Meeting, there were 56,610,439 shares of G&W’s Class A common stock issued and outstanding, representing 56,610,439 votes, and 376,392 shares of G&W’s Class B common stock issued and outstanding, representing 3,763,920 votes, of which 50,107,423 votes (approximately 83.0% of the votes on the record date) were represented in person or by proxy at the Special Meeting. The results for each of the matters voted on at the Special Meeting are set forth below:
Proposal I – Adoption of the Merger Agreement (the “Merger Proposal”).
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Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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50,030,723
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63,021
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13,679
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N/A
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The Merger Proposal was approved by an affirmative vote of the holders of approximately 82.9% of the voting power of the shares of G&W common stock outstanding as of the close of business on the record date.
Proposal II – Approval, on a non-binding advisory basis, of certain compensation that will or may be paid by G&W to its named executive officers that is based on or otherwise relates to the Merger (the “Compensation Proposal”).
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Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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28,545,132
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20,452,451
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1,109,840
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N/A
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The Compensation Proposal was approved on an advisory basis by the holders of approximately 57.0% of the voting power of the shares of G&W common stock present in person or represented by proxy at the Special Meeting.
Proposal III – Adjournment of the Special Meeting from time to time, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).
In connection with the Special Meeting, G&W solicited proxies with respect to the Adjournment Proposal. Because there were sufficient votes from G&W stockholders to approve the Merger Proposal, adjournment of the Special Meeting was unnecessary and the Adjournment Proposal was not called.