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): February 11, 2016
WL ROSS HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware | 1-36477 | 46-5188282 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1166 Avenue of the Americas | |
New York, New York | 10036 |
(Address of principal executive offices) | (Zip Code) |
(212) 826-1100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communication 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-commencements 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
On February 11, 2016, WL Ross Holding Corp. (the “Company”) held its 2015 annual meeting of stockholders at the offices of the Company, located at 1166 Avenue of the Americas, New York, NY 10036 (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 49,455,807 shares of the Company’s common stock, representing 79.1% of the voting power of the shares of the Company’s common stock as of January 12, 2016, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following items at the Annual Meeting:
1. | To elect two Class I directors to serve on the Company’s Board of Directors (the “Board”) until the 2017 annual meeting of stockholders or until their successors are elected and qualified; and |
2. | To ratify the selection by the Company’s Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015. |
Each matter is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on January 14, 2016. The voting results for each of these proposals are set forth below.
1. | Election of Directors |
For | Withheld | Broker Non-Votes | ||||||||||
Wilbur L. Ross, Jr. | 39,006,677 | 6,691,541 | 3,757,589 | |||||||||
Lord William Astor | 45,112,728 | 585,490 | 3,757,589 |
Based on the votes set forth above, each director nominee was duly elected to serve until the 2017 annual meeting of stockholders or until his successor is duly elected and qualified.
2. | Ratification of Appointment of Independent Registered Public Accounting Firm |
For | Against | Abstain | ||||||||
49,040,847 | 3,364 | 411,596 |
There were no broker non-votes on this proposal.
Based on the votes set forth above, the stockholders ratified the selection by the Company’s Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015.
In addition, the Company expects to hold its 2016 annual meeting of stockholders by December 31, 2016.
SIGNATURE
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.
WL Ross Holding Corp. | |||
Date: February 12, 2016 | By: | /s/ Wendy Teramoto | |
Name: | Wendy Teramoto | ||
Title: | Senior Vice President |