UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 1, 2022, CorePoint Lodging Inc. (“CorePoint”) held a special meeting of stockholders (the “CorePoint Special Meeting”) at which holders of CorePoint’s common stock, par value $0.01 per share, approved each of the proposals voted on at the CorePoint Special Meeting relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of November 6, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among CorePoint, Cavalier Acquisition Owner LP (as assignee of Cavalier Acquisition JV LP), and Cavalier MergerSub LP (as assignee of Cavalier Acquisition Owner LP) (“Merger Sub”). Of the 59,136,507 shares of CorePoint’s common stock issued and outstanding at the close of business on January 14, 2022, the record date for the CorePoint Special Meeting, 47,070,994 shares were present or represented by proxy at the CorePoint Special Meeting, which constituted a quorum. The voting results were as follows:
1. The proposal to approve the merger of CorePoint with and into Merger Sub and the other transactions contemplated by the Merger Agreement (the “merger proposal”):
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 46,982,718 | 51,278 | 36,998 | 0 |
2. The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by CorePoint to its named executive officers that is based on or otherwise relates to the merger:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 27,827,440 | 16,596,655 | 2,646,899 | 0 |
3. In connection with the CorePoint Special Meeting, the Board of Directors of CorePoint also solicited proxies with respect to the proposal to adjourn the CorePoint Special Meeting to a later date or dates, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the merger proposal if there were insufficient votes to approve the merger proposal at the time of the CorePoint Special Meeting or to ensure that any supplement or amendment to the proxy statement was timely provided to CorePoint stockholders (the “adjournment proposal”). The adjournment proposal was not submitted to CorePoint stockholders for approval at the CorePoint Special Meeting because a quorum of stockholders entitled to vote at the CorePoint Special Meeting was present and the CorePoint stockholders approved the merger proposal.
Item 8.01 Other Events.
On March 1, 2022, CorePoint issued a press release announcing the results of the voting at the CorePoint Special Meeting held on March 1, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release, dated March 1, 2022, issued by CorePoint announcing the results of the voting at the CorePoint Special Meeting held of March 1, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| CorePoint Lodging Inc. | ||||
| March 1, 2022 | By: | /s/ Mark M. Chloupek | ||
| Name: Mark M. Chloupek | ||||
| Title: Executive Vice President, Secretary and General Counsel | ||||