Current Report Filing (8-k)
04 Diciembre 2018 - 3:31PM
Edgar (US Regulatory)
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): December 4, 2018
COMMAND
SECURITY CORPORATION
(Exact
Name of Registrant as Specified in Charter)
New
York
|
|
001-33525
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14-1626307
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(State
or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
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|
(IRS
Employer
Identification No.)
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512
Herndon Parkway, Suite A
Herndon, Virginia 20170
(Address
of Principal Executive Offices) (Zip Code)
(703) 464-4735
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. [ ]
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
December 4, 2018, Command Security Corporation (the “Company,” “our” or “we”) held a special
meeting of shareholders (the “Special Meeting”). The purpose of the Special Meeting was to consider and vote upon
several proposals related to the Agreement and Plan of Merger, dated as of September 18, 2018 (the “Merger Agreement”),
by and among the Company, Prosegur SIS (USA) Inc., a Florida corporation (“Parent”), and Crescent Merger Sub, Inc.,
a New York corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and
subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving the merger
as a wholly owned subsidiary of Parent (the “Merger”).
At
the Special Meeting, a total of 8,977,112 shares of common stock, or 88.57% of the 10,134,662 shares of issued and outstanding
common stock held of record as of October 31, 2018, the record date for the Special Meeting, were present either in person or
by proxy and constituted a quorum. At the Special Meeting, our shareholders voted on the matters set forth below, each of which
were approved.
Our
shareholders voted to approve the Merger Agreement. We set forth below the final vote tabulation of the shareholder vote on this
proposal:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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8,947,618
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21,138
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8,356
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0
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2.
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Proposal
2—Advisory Vote on Specified Compensation for Named Executive Officers
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Our
shareholders voted to cast an advisory (non-binding) vote on specified compensation that may be received our named executive officers
in connection with the Merger. We set forth below the final vote tabulation of the shareholder vote on this proposal:
Votes
For
|
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Votes
Against
|
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Abstentions
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Broker
Non-Votes
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8,300,164
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299,936
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377,012
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0
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3.
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Proposal
No. 3—Vote on Adjournment
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Our
shareholders voted to permit our board of directors to adjourn the Special Meeting, if necessary, to solicit additional proxies
in favor of the proposal to approve the Merger Agreement. Such an adjournment was not necessary and the Special Meeting was not
adjourned. We set forth below the final vote tabulation of the shareholder vote on this proposal:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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8,856,464
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104,703
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15,945
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0
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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COMMAND
SECURITY CORPORATION
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By:
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/s/
N. Paul Brost
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Name:
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N.
Paul Brost
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Title:
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Chief
Financial Officer
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Dated:
December 4, 2018
Command Security Corp. (AMEX:MOC)
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