UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
An extraordinary general meeting of the shareholders of FGL Holdings (“FGL”) was held on May 29, 2020. Proxies with regard to the matters voted upon at the extraordinary general meeting were solicited under Regulation 14A of the Securities Exchange Act of 1934, as amended. Set forth below is a brief description of each matter voted upon at the extraordinary general meeting and the results of voting on each such matter.
Proposal 1 — Approval of the Agreement and Plan of Merger, dated as of February 7, 2020, by and among FGL Holdings, Fidelity National Financial, Inc. (“FNF”), F I Corp. and F II Corp., as amended by that First Amendment to the Agreement and Plan of Merger, dated as of April 24, 2020 (the “Merger Agreement”), pursuant to which FGL will be acquired by FNF, the plans of merger, the mergers, and the transactions contemplated by the Merger Agreement and the plans of merger.
| Votes For |
Votes Against |
Abstentions |
Broker Non- Votes |
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| 183,791,098 |
1,621 |
174,072 |
0 |
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Proposal 2 — Approval of the adoption of the Amended and Restated Memorandum and Articles of Association appended to the Merger Agreement.
| Votes For |
Votes Against |
Abstentions |
Broker Non- Votes |
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| 183,789,380 |
2,556 |
174,855 |
0 |
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Proposal 3 — Approval of the alteration to the authorised share capital of FGL from US$90,000 divided into 800,000,000 ordinary shares of a par value of US$0.0001 each and 100,000,000 preferred shares of a par value of US$0.0001 each to US$50,000 divided into 500,000,000 shares of a par value of US$0.0001 each, as indicated in the “first plan of merger” appended to the Merger Agreement.
| Votes For |
Votes Against |
Abstentions |
Broker Non- Votes |
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| 183,787,829 |
3,279 |
175,683 |
0 |
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Proposal 4 — Approval of, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to FGL’s named executive officers that is based on or otherwise relates to the mergers.
| Votes For |
Votes Against |
Abstentions |
Broker Non- Votes |
|||||||||
| 174,411,044 |
8,327,916 |
1,227,831 |
0 |
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Proposal 5 — Approval of the adjournment of the extraordinary general meeting, if necessary, to solicit additional proxies in favor of the proposal to approve the Merger Agreement, if a quorum is present and there are not sufficient votes at the time of such adjournment to approve the Merger Agreement, the plans of merger, the mergers and the transactions contemplated by the Merger Agreement and the plans of merger.
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| Votes For |
Votes Against |
Abstentions |
Broker Votes |
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| 178,483,469 |
4,414,545 |
1,068,777 |
0 |
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Consummation of the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions set forth in the Merger Agreement and discussed in detail in FGL’s definitive proxy statement in connection with the extraordinary general meeting, which is available on the U.S. Securities and Exchange Commission website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to FGL’s definitive proxy statement in connection with the extraordinary general meeting. Assuming the satisfaction of such closing conditions, FGL expects the closing of the transactions contemplated by the Merger Agreement to occur on June 1, 2020.
| Item 8.01. | Other Events |
To the extent required, the information included in Item 5.07 of this Current Report on Form 8-K is incorporated into this Item 8.01.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 29, 2020
| By: |
/s/ Eric L. Marhoun | |
| Name: |
Eric L. Marhoun | |
| Title: |
General Counsel and Secretary |
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