What is the main outcome of the stockholder meeting on February 6, 2020?

The main outcome is the overwhelming approval of the business combination between GS Acquisition Holdings Corp. and Vertiv Holdings, LLC. This approval is a critical step for Vertiv Holdings, LLC to become a publicly traded company under the new name Vertiv Holdings Co.

How many shares were redeemed by stockholders?

Very few shares were redeemed. Only 250 shares of Class A common stock were elected for redemption, representing approximately 0.0% of the Company's issued and outstanding Class A common stock.

What were the key changes approved in the Certificate of Incorporation?

Key changes included increasing the number of authorized shares, converting Class B common stock to Class A common stock, fixing the number of directors by the board, providing a special exemption to the corporate opportunity doctrine for certain parties, opting out of Section 203 of the DGCL with specific exclusions, requiring a two-thirds supermajority vote to amend certain provisions, and making conforming changes for a blank check company becoming an operating company, including changing the company name to Vertiv Holdings Co.

Who were the key parties involved in the business combination?

The key parties were GS Acquisition Holdings Corp. (the SPAC), Vertiv Holdings, LLC (the target company), and various merger subsidiaries (Crew Merger Sub I LLC and Crew Merger Sub II LLC). Platinum Equity and GS-related entities are also mentioned in relation to specific charter proposals.

VRT 8-K: Shareholder Matters

Summary

This 8-K filing details the results of GS Acquisition Holdings Corp.'s special meeting of stockholders held on February 6, 2020. The primary purpose of the meeting was to vote on the business combination with Vertiv Holdings, LLC, which was overwhelmingly approved. This approval signifies a major step towards Vertiv Holdings becoming a publicly traded company under the name Vertiv Holdings Co. The transaction involved a series of mergers that will result in Vertiv Holdings, LLC being acquired by GS Acquisition Holdings Corp., with the combined entity to be renamed Vertiv Holdings Co. Key proposals related to the business combination, including the merger agreement, the issuance of new shares, amendments to the company's certificate of incorporation, the election of directors, and the approval of an equity incentive plan, all received substantial support from stockholders. Notably, only a minimal number of shares were redeemed, indicating strong investor confidence in the transaction. The successful votes pave the way for the completion of the business combination and the subsequent operation of Vertiv Holdings Co. as a public entity.

Key Highlights

1Stockholders overwhelmingly approved the Agreement and Plan of Merger, adopting the business combination between GS Acquisition Holdings Corp. and Vertiv Holdings, LLC.
2The transaction will result in the combined entity being renamed Vertiv Holdings Co., marking the transition of Vertiv Holdings, LLC into a publicly traded company.
3A substantial majority of shares voted in favor of the business combination, with minimal opposition and very low share redemptions (0.0% of Class A common stock).
4Proposals related to amendments to the Certificate of Incorporation, including increasing authorized shares, converting Class B to Class A stock, and other structural changes, were approved.
5The election of nine directors to the board of Vertiv Holdings Co., effective upon closing, was approved.
6The Vertiv Holdings Co. 2020 Equity Incentive Plan was approved by stockholders, providing for a share reserve to incentivize future performance.
7The filing confirms that GS Acquisition Holdings Corp. is an emerging growth company and has elected not to use the extended transition period for complying with new or revised financial accounting standards.

Vertiv Holdings Co 8-K Report, Shareholder Vote Results (Feb 6, 2020)

Summary

Key Highlights

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