Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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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): August 24, 2023

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CIRCOR INTERNATIONAL, INC.

 

(Exact name of Registrant as specified in its charter)

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Delaware	001-14962	04-3477276
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

30 CORPORATE DRIVE, SUITE 200

Burlington, MA 01803-4238

(Address of principal executive offices) (Zip code)

 

Registrant’s telephone number, including area code: [phone]

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Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share		CIR		New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐  Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On August 24, 2023, CIRCOR International, Inc., a Delaware corporation (“CIRCOR” or the “Company”), held a virtual special meeting of stockholders (the “Special Meeting”) to consider and vote on the proposals set forth in the definitive proxy statement of the Company prepared in connection with the Merger Agreement (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 17, 2023.

As of the close of business on July 10, 2023, the record date for the stockholders entitled to vote at the Special Meeting, there were a total of 20,391,768 shares of Common Stock of the Company, par value $0.01 per share (“Company Common Stock”) outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 16,927,569 shares of Company Common Stock, representing approximately 83% of the total shares of Company Common Stock issued and outstanding and entitled to vote, were present or represented by proxy, constituting a quorum to conduct business.

Proposal 1: Proposal to adopt the Agreement and Plan of Merger, dated June 5, 2023 (as amended on June 26, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on June 29, 2023 by Amendment No. 2 to Agreement and Plan of Merger, and as may be further amended, modified or supplemented from time to time, the “Merger Agreement”), by and among CIRCOR, Cube BidCo, Inc., a Delaware corporation (“Parent”), and Cube Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent.

 

Set forth below are the voting results for the proposal to approve the adoption of the Merger Agreement, which was adopted by the Company’s stockholders:

Votes Cast For		Votes Cast Against		Abstentions
16,901,512		4,855		21,202

 

Proposal 2: Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to CIRCOR’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).

 

Set forth below are the voting results for the Compensation Proposal, which was approved by the Company’s stockholders on a non-binding, advisory basis:

Votes Cast For		Votes Cast Against		Abstentions
16,251,459		536,162		139,948

 

Proposal 3: Proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

 

Set forth below are the voting results for the Adjournment Proposal, which was approved by the Company’s stockholders:

Votes Cast For		Votes Cast Against		Abstentions
15,801,669		1,099,164		26,736

 

Adjournment of the Special Meeting was deemed not necessary because there were sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement.

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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.

 

Date: August 24, 2023
	CIRCOR International, Inc.
	By:	/s/ Jessica Wenzell
	Name: Jessica Wenzell
	Title: General Counsel & Chief People Officer

 

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Document and Entity Information	Aug. 24, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 24, 2023
Entity File Number	001-14962
Entity Registrant Name	CIRCOR INTERNATIONAL, INC.
Entity Central Index Key	0001091883
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3477276
Entity Address, Address Line One	30 CORPORATE DRIVE, SUITE 200
Entity Address, City or Town	Burlington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01803-4238
City Area Code	781
Local Phone Number	270-1200
Title of 12(b) Security	Common Stock, $0.01 Par Value Per Share
Trading Symbol	CIR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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