Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - METALICO INC | exhibit1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | December 19, 2014 |
Metalico, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-32453 | 52-2169780 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 186 North Ave. East, Cranford, New Jersey | 07016 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | (908) 497-9610 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company held a Special Meeting of Stockholders on December 19, 2014.
(b) The following matters were voted upon at the Annual Meeting:
(i) Stockholders approved and ratified, for purposes of Section 713 of the Company Guide of NYSE MKT, LLC, the issuance of shares of the Company’s common stock under the terms of the Exchange Agreements and the New Series Convertible Notes described in Item 3.02 above and the warrant issued under that certain Subscription Agreement, dated as of October 21, 2014, between the Company and the subscriber identified therein as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||
26,741,767
|
2,133,069 | 143,880 | 20,983,154 | |||||||||
(ii) Stockholders approved the amendment of the Company’s Fourth Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 100,000,000 shares to 300,000,000 shares proposals as follows:
| For | Against | Abstentions | ||||||
36,215,651
|
12,734,698 | 1,051,521 | ||||||
(iii) Stockholders approve the adjournment of the Special Meeting to solicit additional proxies had there been insufficient proxies at the Special Meeting to approve each of the foregoing proposals as follows:
| For | Against | Abstentions | ||||||
37,223,107
|
10,881,416 | 1,897,347 | ||||||
Item 9.01. Financial Statements and Exhibits.
Ex. 99.1 Minutes of the Special Meeting of Stockholders of December 19, 2014. The Minutes will also be available on the Corporate Governance page of the Company’s website at www.metalico.com.
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 hereunto duly authorized.
| Metalico, Inc. | ||||
| December 19, 2014 | By: |
/s/ Carlos E. Aguero
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| Name: Carlos E. Aguero | ||||
| Title: Chairman, President and Chief Executive Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Minutes of Special Meeting convened December 19, 2014 |