Business Context and Reporting Period
This Form 8-K is filed by Capitol Acquisition Corp. II (not Lindblad Expeditions Holdings, Inc.) for the reporting date of July 1, 2015. The filing details the results of a special meeting of stockholders held to regain compliance with Nasdaq Listing Rules regarding the timing of annual meetings. The company is currently in the process of completing a business combination with Lindblad Expeditions, Inc. pursuant to a Merger Agreement dated March 9, 2015.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance events and voting results rather than financial performance.
Material Changes and Voting Results
Stockholders voted on three key proposals at the July 1, 2015 meeting:
- Election of Directors: Lawrence Calcano and Richard C. Donaldson were elected as Class A directors. Both received 20,034,309 votes "For" and 26,052 votes "Withheld."
- Say-on-Pay: The advisory proposal to approve executive compensation was approved with 20,058,761 votes "For," 1,000 "Against," and 600 "Abstain."
- Say-on-Frequency: Stockholders selected "Every Year" for future advisory votes on executive compensation. This received 16,269,057 votes, compared to 3,790,804 for "Every 3 Years."
Consequently, Capitol will include a Say-on-Pay proposal in its proxy materials annually until the next required Say-on-Frequency vote in 2021.
Outlook, Management Commentary, and Risks
Management notes that the July 1 meeting was necessary to satisfy Nasdaq Listing Rules 5620(a) and (b). The company intends to hold a second special meeting on July 8, 2015, to approve the proposed business combination with Lindblad Expeditions, Inc. At that upcoming meeting, a new slate of directors will be submitted for election, and the board classification will be adjusted. Therefore, the directors elected on July 1, 2015, are unlikely to serve their full three-year terms.
Investor Verification Checklist
- Verify the outcome of the July 8, 2015 special meeting regarding the approval of the merger with Lindblad Expeditions, Inc.
- Confirm the composition of the new board of directors to be elected at the July 8, 2015 meeting.
- Review the definitive Merger Agreement (dated March 9, 2015, as amended) for terms of the business combination.
- Monitor subsequent filings for the financial impact of the merger once the transaction closes.