Item 5.07
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Submission of Matters to a Vote of Security Holders.
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A special meeting of shareholders of Regal Beloit
Corporation, a Wisconsin corporation (the “Company”), was held on September 1, 2021 at the Company’s headquarters
in Beloit, Wisconsin (the “Special Meeting”). A total of 37,314,989 shares of common stock, $0.01 par value per share, of
the Company (“Company common stock”), out of a total of 40,696,142 shares of Company common stock issued and outstanding and
entitled to vote as of July 16, 2021, were represented in person or by proxy at the Special Meeting, and, therefore, a quorum was
present. A summary of the voting results for the following proposals, each of which is described in detail in the Company’s joint
proxy statement/prospectus-information statement dated July 21, 2021 and first mailed to the Company’s shareholders on or about
July 26, 2021, is set forth below:
Approval of the Issuance of Shares of Company
Common Stock Pursuant to the Merger Agreement
As previously announced, on February 15,
2021, the Company entered into definitive agreements with Rexnord Corporation (“Rexnord”), Land Newco, Inc., a wholly
owned indirect subsidiary of Rexnord (“Land”), and Phoenix 2021, Inc., a wholly owned subsidiary of the Company (“Merger
Sub”), with respect to a Reverse Morris Trust transaction (the “Proposed Transaction”) pursuant to which, and subject
to the terms and conditions of the Agreement and Plan of Merger dated as of February 15, 2021 by and among the Company, Rexnord,
Land and Merger Sub (as amended, modified or supplemented in accordance with its terms, the “Merger Agreement”) and the other
definitive agreements entered into in connection therewith, (1) Rexnord will transfer (or cause to be transferred) to Land substantially
all of the assets, and Land will assume substantially all of the liabilities, of Rexnord’s Process & Motion Control segment
(“PMC”), (2) after which all of the issued and outstanding shares of common stock, $0.01 par value per share, of Land
(“Land common stock”) held by a subsidiary of Rexnord will be distributed in a series of distributions to Rexnord’s
stockholders (the final distribution of Land common stock from Rexnord to Rexnord’s stockholders, which is to be made pro rata for
no consideration, the “Spin-Off”) and (3) immediately after the Spin-Off, Merger Sub will merge with and into Land (the
“Merger”) and all shares of Land common stock (other than those held by Rexnord, Land, the Company, Merger Sub or their respective
subsidiaries) will be converted as of the effective time of the Merger into the right to receive shares of Company common stock, as calculated
and subject to adjustment as set forth in the Merger Agreement. When the Merger is completed, Land (which at that time will hold the PMC
business) will be a wholly owned subsidiary of the Company.
At the Special Meeting, the Company’s shareholders
voted upon and approved a proposal to approve the issuance of shares of Company common stock pursuant to the Merger Agreement. Approximately
99.91% of the outstanding shares of Company common stock represented in person or by proxy at the Special Meeting voted in favor of the
proposal. The votes on this proposal were as follows:
For
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Against
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Abstain
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37,284,440
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17,253
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13,296
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Approval of an Amendment and Restatement
of the Company’s Articles of Incorporation to Effect a Change in the Company’s Legal Name
At the Special Meeting, the Company’s shareholders
voted upon and approved an amendment and restatement of the Company’s Articles of Incorporation to effect a change in the Company’s
legal name from “Regal Beloit Corporation” to “Regal Rexnord Corporation” (which amendment and restatement will
not be implemented if the Merger is not consummated). Approximately 99.8% of the shares of Company common stock represented in person
or by proxy at the Special Meeting were voted in favor of the proposal. The vote regarding the amendment and restatement to effect a change
in the Company’s legal name is not a condition to consummation of the Proposed Transaction. The votes on this proposal were as follows:
For
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Against
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Abstain
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37,244,064
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43,407
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27,518
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Approval of an Amendment and Restatement
of the Company’s Articles of Incorporation to Increase the Number of Authorized Shares of Company Common Stock
At the Special Meeting, the Company’s shareholders
voted upon and approved an amendment and restatement of the Company’s Articles of Incorporation to increase the number of authorized
shares of Company common stock from 100,000,000 to 150,000,000 (which amendment and restatement will not be implemented if the Merger
is not consummated). Approximately 99.55% of the shares of Company common stock represented in person or by proxy at the Special Meeting
were voted in favor of the proposal. The vote regarding the amendment and restatement to increase the number of authorized shares of Company
common stock is not a condition to consummation of the Proposed Transaction. The votes on this proposal were as follows:
For
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Against
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Abstain
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37,148,096
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150,408
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16,485
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Adjournment of the Special Meeting
Because shareholders holding at least a majority
of the shares of Company common stock represented in person or by proxy at the Special Meeting approved the proposal to issue shares
of Regal common stock pursuant to the Merger Agreement, the proposal to approve the adjournment of the Special Meeting, if necessary,
to solicit additional proxies in favor of the proposal to adopt the Merger Agreement in the event there are not sufficient votes at the
time of the Special Meeting to approve the issuance of shares of Regal common stock pursuant to the Merger Agreement, was rendered moot
and was not called for a vote at the Special Meeting.