Kaman Corporation

04/17/2024 | Press release | Distributed by Public on 04/17/2024 14:16

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07
Submission of Matters to a Vote of Security Holders.

On April 17, 2024, Kaman Corporation, a Connecticut corporation (the "Company"), held a special meeting of shareholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger, dated as of January 18, 2024, by and among the Company, Ovation Parent, Inc., a Delaware corporation ("Parent"), and Ovation Merger Sub, Inc., a Connecticut corporation and a wholly owned subsidiary of Parent ("Merger Sub") (as may be amended from time to time, the "Merger Agreement"). As of the close of business on February 9, 2024, the record date for the Special Meeting, 28,334,082 shares of the Company's common stock, par value $1.00 per share, were outstanding and entitled to vote. A total of 24,298,390 shares of the Company's common stock were voted in person or by proxy, representing approximately 85.76% percent of the shares of the Company's common stock entitled to be voted, which constituted a quorum to conduct business at the Special Meeting. The following are the final voting results on proposals considered and voted upon at the Special Meeting, all of which are described in the Company's definitive proxy statement (the "Proxy Statement") filed with the Securities and Exchange Commission ("SEC") on March 8, 2024 and the supplement to the Proxy Statement filed by the Company with the SEC on April 5, 2024.

Each of the proposals was approved by the requisite vote of the Company's shareholders.
Proposal 1 - To adopt the Agreement and Plan of Merger, dated as of January 18, 2024, by and among the Company, Ovation Parent, Inc., a Delaware corporation ("Parent"), and Ovation Merger Sub, Inc., a Connecticut corporation and a wholly owned subsidiary of Parent ("Merger Sub") (as may be amended from time to time, the "Merger Agreement") (the "Merger Proposal").

The Company's shareholders approved the Merger Proposal.

For
Against
Abstain
24,133,027
68,147
97,216

Proposal 2 - To approve, by a non-binding, advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the merger of Merger Sub with and into the Company (the "Merger") (the "Executive Compensation Proposal").

The Company's shareholders approved the Executive Compensation Proposal.

For
Against
Abstain
23,020,537
1,143,170
134,683

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

The Company's shareholders approved the Adjournment Proposal, but an adjournment was not necessary in light of the approval of the Merger Proposal.

For
Against
Abstain
22,571,252
1,600,794
126,344