| 2018-10-01 |
股东大会：
将于2018-10-17召开股东大会
会议内容 ▼▲
- 1.The Business Combination Proposal — to consider and vote upon a proposal to approve that certain Purchase Agreement, dated as of June 25, 2018 and amended as of July 12, 2018 (as may be further amended from time to time, the “Purchase Agreement”), by and between the Company and JFL-NRC-SES Partners, LLC (“JFL Partners”), and the transactions contemplated thereby, which provides for the acquisition by us of all of the issued and outstanding membership interests of NRC Group Holdings, LLC from JFL Partners. We refer to NRC Group Holdings, LLC and its consolidated subsidiaries hereafter collectively as “NRC Group,” and we refer to such acquisition and the other transactions contemplated by the Purchase Agreement collectively hereafter as the “Business Combination.”
The Charter Proposals — to approve separate proposals for amendments to the Company’s amended and restated certificate of incorporation (the “existing charter”) to:
2.Proposal 2 — increase the Company’s authorized preferred stock (“Proposal 2”);
3.Proposal 3 — provide for the classification of our board of directors into three classes of directors with staggered three-year terms of office and to make certain related changes (“Proposal 3”);
4.Proposal 4 — provide for the removal of directors with or without cause by stockholders voting a majority of the outstanding shares of Company common stock, provided that at any time that JFL beneficially owns, in the aggregate, less than 50% of Company common stock, directors may be removed from office only for cause and only by the affirmative vote of holders of the majority of the outstanding shares of Company common stock (“Proposal 4”);
5.Proposal 5 — provide that, for so long as JFL beneficially owns, in the aggregate, at least 50% of the outstanding shares of Company common stock, JFL may call special meetings of the stockholders of the Company for any purpose or purposes upon the written request of JFL (“Proposal 5”);
6.Proposal 6 — require an affirmative vote by the holders of at least 66.67% of the outstanding shares of Company common stock to amend, alter, change or repeal or adopt certain provisions of the proposed charter for so long as JFL beneficially owns, in the aggregate, at least 10% of outstanding shares of Company common stock (“Proposal 6”);
7.Proposal 7 — require an affirmative vote of at least 66.67% of the outstanding shares of Company common stock to amend, alter or repeal the proposed amended and restated bylaws of the Company for so long as JFL beneficially owns, in the aggregate, at least 10% of the outstanding shares of Company common stock (“Proposal 7”);
8.Proposal 8 — provide for certain changes to adopt ownership qualifications, restrictions, requirements and procedures to assist us in complying with certain provisions of the Jones Act (as defined in the accompanying proxy statement) (“Proposal 8”);
9.Proposal 9 — provide for certain additional changes, including changing the Company’s name from “Hennessy Capital Acquisition Corp. III” to “NRC Group Holdings Corp.,” which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company (“Proposal 9”);
10.Proposal 10 — to consider and vote upon a proposal to elect three directors to serve as Class III directors on our board of directors until the 2021 annual meeting of stockholders and one director to serve as a Class II director on our board of directors until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualified (the “Director Election Proposal”);
11.Proposal 11 — to consider and vote upon a proposal to approve and adopt the NRC Group Holdings Corp. 2018 Equity and Incentive Compensation Plan (the “Incentive Plan Proposal”);
12.Proposal 12 — to consider and vote upon (i) the issuance by the Company of shares of Company common stock to JFL Partners as part of the consideration pursuant to the Purchase Agreement, (ii) the issuance by the Company of up to 2,439,025 shares of Company common stock and up to 1,000,000 shares of Series A Convertible Preferred Stock convertible into shares of Company common stock in the PIPE Financing and Backstop Commitment, the proceeds of which will be used to fund a portion of the Cash Component of the Total Purchase Price, (iii) the issuance by the Company of 1,951,220 shares of Company common stock and 300,000 shares of Series A Convertible Preferred Stock convertible into shares of Company common stock to JFLCo or one or more of its affiliated investment funds pursuant to the JFL Subscription Agreement and (iv) the potential change of control of the Company under the NYSE American listing rules in connection with the foregoing issuances of our common stock (the “NYSE Proposal”);
13.Proposal 13 — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal or the NYSE Proposal (the “Adjournment Proposal”).
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