Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On October 6, 2017, GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (“GPIAC”), held an extraordinary general meeting of shareholders at which it submitted to a vote of shareholders eleven proposals.
The first proposal, to be approved by ordinary resolution, was to adopt the Agreement and Plan of Merger, dated as of May 16, 2017 (as amended, the “merger agreement”), as amended by Amendment No. 1 thereto, dated June 30, 2017, in each case, by and among GPIAC, Let’s Go Acquisition Corp., GPIAC’s wholly-owned subsidiary (“Let’s Go”), Rimini Street, Inc. (“Rimini Street”), and, solely in his capacity as the initial Holder Representative (as defined in the merger agreement) for the limited purposes set forth therein, the person specified as such in the merger agreement (the “Holder Representative”), which, among other things, provides for an integrated transaction consisting of the merger of Let’s Go with and into Rimini Street, with Rimini Street surviving the merger (the “first merger”), with the surviving corporation then merging with and into GPIAC (a corporation incorporated in the State of Delaware, assuming the Domestication Proposal is approved and adopted, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”), with GPIAC surviving the merger
(the “second merger” and, together with the first merger, the “mergers”) and renamed “Rimini Street, Inc.” (“RMNI”) immediately after consummation of the second merger, and to approve the transactions contemplated by the merger agreement (we refer to this proposal as the “Business Combination Proposal”).
The second proposal, to be approved by special resolution, assuming the Business Combination Proposal is approved and adopted, was to approve the change of GPIA’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “domestication” and, together with the mergers, the “business combination”) (we refer to this proposal as the “Domestication Proposal”).
The third proposal, to be approved by special resolution, assuming the Domestication Proposal is approved and adopted, was to authorize (i) 600,000,000 additional shares of common stock of RMNI, which increases the total authorized shares of common stock to 1,000,000,000 shares of common stock and (ii) 80,000,000 additional shares of preferred stock of RMNI, which increases the total authorized shares of preferred stock to 100,000,000 (we refer to this proposal as “Organizational Documents Proposal A”).
The fourth proposal, to be approved by special resolution, assuming the Domestication Proposal is approved and adopted, was to authorize the board of directors of RMNI to issue any or all shares of RMNI’s preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by RMNI’s board of directors and as may be permitted by the DGCL (we refer to this proposal as “Organizational Documents Proposal B”).
The fifth proposal, to be approved by special resolution, assuming the Domestication Proposal is approved and adopted, was to authorize that directors of RMNI may only be removed for cause (we refer to this proposal as “Organizational Documents Proposal C”).
The sixth proposal, to be approved by special resolution, assuming the Domestication Proposal is approved and adopted, was to authorize that only the RMNI board of directors, chairperson of the board of directors, chief executive officer or president (in the absence of the chief executive officer) may call a meeting of stockholders (we refer to this proposal as “Organizational Documents Proposal D”).
The seventh proposal, to be approved by special resolution, assuming the Domestication Proposal is approved and adopted, was to authorize removal of the ability of RMNI stockholders to take action by written consent in lieu of a meeting (we refer to this proposal as “Organizational Documents Proposal E”).
The eighth proposal, to be approved by special resolution, assuming the Domestication Proposal is approved and adopted, was to authorize holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding RMNI capital stock as the minimum threshold required for a stockholder vote to amend RMNI’s certificate of incorporation (other than the articles thereof relating to the company’s name, address and registered office, purpose and matters related to the company’s common and preferred stock) and bylaws (we refer to this proposal as “Organizational Documents Proposal F”).
The ninth proposal, to be approved by special resolution, assuming the Domestication Proposal is approved and adopted, was to authorize all other changes in connection with the replacement of our memorandum and articles of association with a new certificate of incorporation and bylaws of RMNI as part of the domestication, including (i) changing the post-business combination corporate name from “GP Investments Acquisition Corp.” to “Rimini Street, Inc.” (with such change expected to be made immediately following the consummation of the second merger) and making RMNI’s corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, and (iii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which GPIA’s board of directors believes is necessary to adequately address the needs of RMNI after the business combination (we refer to this proposal as “Organizational Documents Proposal G”, and collectively with Organizational Documents Proposal A, Organizational Documents Proposal B, Organizational Documents Proposal C, Organizational Documents Proposal D, Organizational Documents Proposal E and Organizational Documents Proposal F, the “Organizational Documents Proposals”).
The tenth proposal, to be approved by ordinary resolution, was to approve, for the purposes of complying with the applicable provisions of NASDAQ Listing Rule 5635, the issuance of RMNI common stock to (1) the existing stockholders of Rimini Street in connection with the business combination and (2) GPIC, Ltd., a Bermuda company (the “Sponsor”), that the Sponsor may purchase in connection with the consummation of the first merger pursuant to the Sponsor’s equity commitment, to the extent such issuance would require a shareholder vote under NASDAQ Listing Rule 5635 (we refer to this proposal as the “Stock Issuance Proposal” and, collectively with the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposals, the “Condition Precedent Proposals”).
At the extraordinary general meeting, holders of 18,430,413 of our ordinary shares, par value $0.0001 per share, which represents 92.1% of the shares outstanding and entitled to vote as of the record date of August 31, 2017, were represented in person or by proxy.
At the extraordinary general meeting, the shareholders approved the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals and the Stock Issuance Proposal by the votes set forth below:
Approval of Business Combination Proposal
Votes For
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Votes Against
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Abstentions
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18,368,806
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61,607
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0
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Approval of Domestication Proposal
Votes For
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Votes Against
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Abstentions
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18,368,806
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61,607
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0
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Approval of Organizational Documents Proposal A
Votes For
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Votes Against
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Abstentions
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18,368,806
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61,607
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0
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Approval of Organizational Documents Proposal B
Votes For
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Votes Against
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Abstentions
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17,872,876
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61,607
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495,930
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Approval of Organizational Documents Proposal C
Votes For
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Votes Against
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Abstentions
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18,368,805
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61,607
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1
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Approval of Organizational Documents Proposal D
Votes For
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Votes Against
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Abstentions
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14,665,542
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3,268,940
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495,931
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Approval of Organizational Documents Proposal E
Votes For
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Votes Against
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Abstentions
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14,665,542
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3,268,940
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495,931
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Approval of Organizational Documents Proposal F
Votes For
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Votes Against
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Abstentions
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18,368,805
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61,607
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1
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Approval of Organizational Documents Proposal G
Votes For
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Votes Against
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Abstentions
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18,368,805
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61,607
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1
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Approval of Stock Issuance Proposal
Votes For
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Votes Against
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Abstentions
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18,368,805
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61,607
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1
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