Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 9, 2021, Kraton Corporation ("Kraton") held a special meeting of the
stockholders of Kraton (the "Special Meeting"), at which stockholders of Kraton
overwhelmingly (i) approved and adopted the Agreement and Plan of Merger, dated
as of September 27, 2021 (the "Merger Agreement") by and between DL Chemical
Co., Ltd ("Parent"), DLC US Holdings, Inc., DLC US, Inc. ("Merger Subsidiary")
and Kraton, under which Merger Subsidiary will merge with and into Kraton with
Kraton surviving the Merger as an indirect, wholly-owned, subsidiary of Parent
(the "Merger") and (ii) approved, by a non-binding, advisory vote, the
compensation arrangements that will or may become payable to Kraton's named
executive officers in connection with the Merger.
At the Special Meeting, holders of 23,153,426 shares of Kraton common stock, par
value $0.01 ("Kraton common stock"), which represents approximately 72.02% of
the shares of Kraton common stock outstanding and entitled to vote as of 3:00
p.m., central time, on November 4, 2021, the record date, were represented in
person or by proxy.
The specific voting results for the proposals, each of which is described in
greater detail in Kraton's definitive proxy statement filed with the U.S.
Securities and Exchange Commission on November 4, 2021, follow below:
Proposal 1. To approve and adopt the Merger Agreement.
Broker
For Against Abstain Non-Votes
23,107,665 5,702 40,059 0
Proposal 2. To approve, by a non-binding, advisory vote, the compensation
arrangements that will or may become payable to Kraton's named executive
officers in connection with the Merger.
Broker
For Against Abstain Non-Votes
21,412,382 992,451 748,593 0
Since there were sufficient votes at the Special Meeting to adopt and approve
the Merger Agreement, stockholders of Kraton were not asked to vote with respect
to the proposal to adjourn the Special Meeting from time to time to a later date
or time, if necessary or appropriate, to solicit additional proxies to vote in
favor of the proposal to adopt the Merger Agreement.
Item 8.01. Other Events.
Special Meeting Voting Results
On December 9, 2021, Kraton issued a press release announcing the voting results
of the Special Meeting. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Press Release of Kraton Corporation, dated December 9, 2021.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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