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    LCY   US51476H1005

LANA HLDG

(LCY)
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LANDCADIA HOLDINGS III, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

07/13/2021 | 04:32pm EDT

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

On July 13, 2021, Landcadia Holdings III, Inc., a Delaware corporation (the "Company"), held a special meeting of its stockholders (the "Special Meeting"). At the Special Meeting, a total of 51,513,752 (or 82.42%) of the Company's issued and outstanding shares of common stock held of record as of June 16, 2021, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company's stockholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.



1.  To consider and vote upon a proposal to approve and adopt the Agreement and
    Plan of Merger, dated as of January 24, 2021 (as the same may be amended from
    time to time, the "Merger Agreement"), by and among Landcadia, Helios Sun
    Merger Sub, Inc., a wholly-owned subsidiary of the Company and a Delaware
    limited liability company ("Merger Sub"), HMAN Group Holdings Inc., a
    Delaware corporation ("Hillman Holdco"), and CCMP Sellers' Representative,
    LLC, solely in its capacity as representative of the stockholders of Hillman
    Holdco, pursuant to which Merger Sub will merge with and into Hillman Holdco,
    with Hillman Holdco surviving the merger as a wholly owned subsidiary of the
    Company (the "Merger"). The combined company following the closing is
    referred to as Hillman Solutions Corp. (the "Post-Combination Company") (such
    proposal the "Business Combination Proposal"):




Votes For    Votes Against   Abstentions   Broker Non-Votes
51,503,549       2,573          7,630             0




2.  To consider and vote upon a proposal to approve and adopt, assuming the other
    condition precedent proposals are approved and adopted, the third amended and
    restated certificate of incorporation of the Company (the "Proposed
    Charter"), which, if approved, would take effect upon the closing of the
    business combination (the "Closing") (such proposal the "Charter Proposal"):
    :




Votes For    Votes Against   Abstentions   Broker Non-Votes
43,567,741     7,937,381        8,630             0



To consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following certain differences between the Proposed Charter and the Current Charter, which are being presented separately, in accordance with the requirements of the U.S. Securities and Exchange Commission ("SEC"), as seven sub-proposals (such proposals, collectively, the "Advisory Charter Proposals"):







3.  To provide that amendments to the proposed charter will require the
    affirmative vote of the holders of at least 66% in voting power of the
    outstanding common stock of the combined company to amend certain provisions
    of the Proposed Charter as follows: Article FIFTH, which addresses amending
    or addressing the number, election, terms and removal of the classified board
    structure and any directors thereof; Article SIXTH, which addresses
    requirements relating to the amendment of our Bylaws; Article SEVENTH,
    Section 7.1, which addresses the requirement that special meetings be called
    only by the New Hillman Board; Article SEVENTH, Section 7.3, which addresses
    the requirement that stockholders take action at a meeting rather than by
    written consent; Article EIGHTH, which addresses the limitation on personal
    liability for a director's breach of fiduciary duty and ability to indemnify,
    and advance expenses to, any person made or threatened to be made a party to
    any action, suit or proceeding, whether civil, criminal, administrative or
    investigative by reason of the fact that the person is or was a director,
    officer, employee or agent of the Company or any predecessor of the combined
    company or is or was serving at the request of the combined company as a
    director, officer, employee or agent of another corporation, partnership,
    joint venture, trust or other enterprise; Article NINTH, which addresses the
    specification that certain transactions are not "corporate opportunities";
    Article TENTH, which addresses the election not to be governed by DGCL
    Section 203 and inclusion of a provision substantially similar to DGCL 203;
    and Article ELEVENTH, which addresses requirements to amend, alter, change or
    repeal certain provisions of the Proposed Charter (such proposal the
    "Advisory Charter Proposal A"):




Votes For    Votes Against   Abstentions   Broker Non-Votes
34,544,960    16,960,077        8,715             0




4.  To provide for the approval by the affirmative vote of the holders of at
    least 66% in voting power of the then outstanding shares of common stock of
    New Hillman for stockholders to adopt, amend, alter or repeal the bylaws of
    New Hillman (such proposal the "Advisory Charter Proposal B"):




Votes For    Votes Against   Abstentions   Broker Non-Votes
34,547,330    16,958,667        7,755             0




5.  To provide for the approval by the affirmative vote of the holders of at
    least 66% in voting power of the then outstanding shares of common stock of
    New Hillman to remove a director from office (such proposal the "Advisory
    Charter Proposal C"):



Votes For Votes Against Abstentions Broker Non-Votes 37,649,871 13,856,126 7,755

             0




6.  To provide that Section 203 of the Delaware General Corporation Law, which
    governs business combinations between the Company and certain interested
    stockholders, does not apply to the Company and, instead, include a provision
    in the Proposed Charter that is substantially similar to Section 203 of the
    DGCL, but excludes from the definition of "interested stockholder" (A) the
    investment funds affiliated with CCMP Capital Advisors, LP and their
    respective successors, Transferees and Affiliates (each as defined in the
    Proposed Charter) (the "Sponsor Holders") because such stockholders currently
    hold voting power of Hillman Holdco in excess of, and immediately following
    the Business Combination these parties will hold voting power of the combined
    company in excess of, the 15% threshold under Section 203, and (B) any person
    whose ownership of shares in excess of the 15% threshold is the result of any
    action taken solely by the combined company. Upon consummation of the
    Business Combination, the Sponsor Holders will become "interested
    stockholders" within the meaning of Section 203 of the DGCL, but will not be
    subject to the restrictions on business combinations set forth in Section
    203, as our Board approved the Business Combination in which such
    stockholders became interested stockholders prior to such time they became
    interested stockholders (such proposal the "Advisory Charter Proposal D"):




Votes For    Votes Against   Abstentions   Broker Non-Votes
42,982,564     8,522,624        8,564             0








7.  To increase the total number of authorized shares of common stock to
    500,000,000 and 1,000,000 shares of preferred stock. As part of the
    transactions contemplated by the Merger Agreement and in accordance with the
    Current Charter, all Landcadia Class B common stock will be automatically
    converted on a one-for-one basis into shares of Landcadia Class A common
    stock, and all shares of Landcadia Class A common stock will be renamed as
    "common stock" for all purposes under the Proposed Charter (such proposal the
    "Advisory Charter Proposal E"):




Votes For    Votes Against   Abstentions   Broker Non-Votes
51,399,410      105,377         8,965             0




8.  To provide that New Hillman will renounce any interest or expectancy in, or
    in being offered an opportunity to participate in, any business opportunities
    that are from time to time available to CCMP Capital Advisors, LP, the
    investment funds affiliated with CCMP Capital Advisors, LP or their
    respective successors, Transferees, and Affiliates (each as defined in the
    Proposed Charter) (other than New Hillman and its subsidiaries) or any of
    their respective partners, principals, directors, officers, members,
    managers, equity holders and/or employees, including any who serve as
    officers or directors of New Hillman (such proposal the "Advisory Charter
    Proposal F"):




Votes For    Votes Against   Abstentions   Broker Non-Votes
42,983,358     8,519,424       10,970             0




9.  Advisory Charter Proposal G  - To prohibit stockholder action by written
    consent by specifying that any action required or permitted to be taken by
    stockholders must be effected by a duly called annual or special meeting and
    may not be effected by written consent (such proposal the "Advisory Charter
    Proposal G"):




Votes For    Votes Against   Abstentions   Broker Non-Votes
37,609,332    13,887,160       17,260             0




10. To consider and vote upon a proposal to approve, assuming the business

    combination proposal and the charter amendment proposal are approved and
    adopted, for the purposes of complying with applicable Nasdaq listing rules,
    the issuance of (x) shares of New Hillman common stock pursuant to the terms
    of the Merger Agreement, and (y) shares of Landcadia Class A common stock to
    certain institutional investors including JFG Sponsor (collectively, the
    "PIPE Investors") in connection with the Private Placement (such proposal the
    "Stock Issuance Proposal"):




Votes For    Votes Against   Abstentions   Broker Non-Votes
51,498,399       5,520          9,833             0



11. To consider and vote upon a proposal to approve, assuming the other condition

    precedent proposals are approved and adopted, the Hillman Solutions Corp.
    2021 Equity Incentive Plan (such proposal the "Incentive Plan Proposal"):




Votes For    Votes Against   Abstentions   Broker Non-Votes
49,716,797     1,746,976       49,979             0



12. To consider and vote upon a proposal to approve, assuming the condition

    precedent proposals are approved and adopted, the Hillman Solutions Corp.
    2021 Employee Stock Purchase Plan (the "ESPP") (the "ESPP Proposal"):




Votes For    Votes Against   Abstentions   Broker Non-Votes
51,453,316      11,463         48,973             0







13. To consider and vote upon a proposal to elect, assuming the other condition

    precedent proposals are approved and adopted, ten directors, comprising three
    directors to serve as Class I directors, three directors to serve as Class II
    directors and four directors to serve as Class III directors, in each case to
    serve on New Hillman's board of directors for a term expiring at the annual
    meeting of stockholders to be held in, respectively, 2022 in the case of
    Class I directors, 2023 in the case of Class II directors and 2024 in the
    case of Class III directors, or until such director's successor has been duly
    elected and qualified, or until such director's earlier death, resignation,
    retirement or removal (the "Director Election Proposal"):




Nominee                           Votes For    Votes Withheld   Broker Non-Votes
Douglas Cahill (Class I)          50,191,614     1,322,138             0
Joseph Scharfenberger (Class I)   50,985,526      528,226              0
Richard Zannino (Class I)         50,951,660      562,092              0
Aaron Jagdfeld (Class II)         51,409,655      104,097              0
David Owens (Class II)            51,411,656      102,096              0
Philip Woodlief (Class II)        51,409,125      104,627              0
Diana Dowling (Class III)         51,410,017      103,735              0
John Swygert (Class III)          51,409,812      103,940              0
Daniel O'Leary (Class III)        51,411,312      102,440              0
Teresa Gendron (Class III)        50,191,308     1,322,444             0

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 - - -
Net income 2020 -28,9 M - -
Net cash 2020 1,02 M - -
P/E ratio 2020 -3,50x
Yield 2020 -
Capitalization 779 M 779 M -
EV / Sales 2019
EV / Sales 2020 -
Nbr of Employees -
Free-Float 93,3%
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