Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 14, 2021, Lydall, Inc.,
a Delaware corporation (“Lydall”), convened a special meeting of stockholders (the “Special Meeting”) to consider
and vote upon certain proposals related to the Agreement and Plan of Merger, dated as of June 21, 2021, as it may be amended from
time to time (the “Merger Agreement”), by and among Lydall, Unifrax Holding Co., a Delaware corporation (“Parent”),
Outback Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and
solely with respect to certain payment obligations of Parent thereunder, Unifrax I LLC, a Delaware limited liability company, pursuant
to which Merger Sub will merge with and into Lydall, with Lydall continuing as the surviving corporation and as a wholly owned subsidiary
of Parent (the “Merger”). As a result of the Merger, Lydall will no longer be publicly held. Lydall common stock will be delisted
from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.
There were 18,037,202 shares of common stock,
par value $0.01 per share, of Lydall (“Lydall common stock”), issued and outstanding as of August 9, 2021, the record date
for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 14,021,456 shares of Lydall common stock
were present via webcast or represented by proxy, representing approximately 77.7% of the total outstanding shares of Lydall common stock
as of the Record Date, which constituted a quorum. Holders of approximately 77.5% of shares of Lydall common stock outstanding voted to
approve the Merger Agreement.
At the Special Meeting, the following proposals
were voted upon (each of which is described in greater detail in the definitive proxy statement filed by Lydall with the Securities and
Exchange Commission on August 10, 2021):
Proposal
1 – The Merger Proposal: To approve and adopt the Merger Agreement (the “Merger Proposal”), dated
June 21, 2021.
Proposal
2– The Merger Compensation Proposal: To approve, on a non-binding advisory basis, certain compensation that will
or may be paid by Lydall to its named executive officers that is based on or otherwise relates to the Merger.
Proposal
3– The Adjournment Proposal: To approve the adjournment of the Special Meeting, including if necessary, to
solicit additional proxies in favor of Proposal 1, the Merger Proposal, if there are not sufficient votes at the time of such
adjournment to approve the Merger Proposal. Although Proposal 3 was approved, the adjournment of the Special Meeting was not
necessary because Lydall’s stockholders approved Proposal 1.
A summary of the voting results for each proposal
is set forth below.
Proposal No. 1 – Merger Proposal
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
13,972,617
|
|
29,332
|
|
19,507
|
Proposal No. 2 – Merger Compensation
Proposal
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
13,049,299
|
|
444,929
|
|
527,228
|
Proposal No. 3 – Adjournment
Proposal
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
12,726,870
|
|
873,837
|
|
420,749
|