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YRCW > SEC Filings for YRCW > Form 8-K on 17-Mar-2014All Recent SEC Filings

Show all filings for YRC WORLDWIDE INC.

Form 8-K for YRC WORLDWIDE INC.


17-Mar-2014

Material Modification to Rights of Security Holders, Submission of Matters to


Item 3.03 Material Modifications to Rights of Security Holders.

This information set forth in Item 5.07 with respect to the Charter Amendment (as defined below) is incorporated by reference herein.



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

YRC Worldwide Inc. (the "Company") held a special meeting of stockholders on March 14, 2014.

As previously reported. on January 31, 2014, the Company consummated a series of private placements pursuant to which: (i) it sold (the "Sales"), in the aggregate, a combination of shares of Common Stock, par value $0.01 per share (the "Common Stock"), and shares of the Company's new Class A Convertible Preferred Stock, par value $1.00 per share (the "Convertible Preferred Stock") and (ii) certain existing holders of the Company's 10% Series B Convertible Senior Secured Notes due 2015 (the "Series B Notes") exchanged or converted their Series B Notes in an aggregate principal amount of approximately $50.6 million, plus, in the case of exchanged Series B Notes, accrued and unpaid interest thereon up to and including January 15, 2014, for Common Stock (the "Series B Note Exchanges").

The following proposals were voted on at the special meeting: (i) Proposal 1, to amend the Company's Certificate of Incorporation (the "Charter Amendment")) to increase the number of authorized shares of Common Stock, from 33,333,333 to 95,000,000 and (ii) Proposal 2, to approve the issuance and sale pursuant to the Sales to certain investors of a number of shares of Common Stock (including Convertible Preferred Stock, a portion of which automatically converted to shares of Common Stock upon the approval of Proposal 2 and effectiveness of the Charter Amendment) that would result in such investors together beneficially owning greater than 19.99% of the total number of issued and outstanding shares of Common Stock and of the outstanding voting power of the Company's securities after such issuance, sale and conversion, in accordance with Nasdaq Listing Rule 5635(b) (the "Nasdaq Change of Control Approval").

The Company's outstanding Common Stock, Convertible Preferred Stock, Series A Voting Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock"), 10% Series A Convertible Senior Secured Notes due 2015 ("Series A Notes") and Series B Notes were all entitled to vote on Proposal 1, with the exception of Convertible Preferred Stock subject to the Common Stock Cap (as defined in the certificate of designations for the Convertible Preferred Stock). The Company's outstanding Common Stock, Series A Preferred Stock, Series A Notes and Series B Notes were all entitled to vote on Proposal 2, with the exception of Common Stock that was issued pursuant to the Sales and Series B Notes Exchanges.

Each outstanding share of Common Stock and the one share of Series A Preferred Stock were each entitled to one vote on Proposal 1. Each outstanding share of Common Stock eligible to vote on Proposal 2 and the one share of Series A Preferred Stock were each entitled to one vote on Proposal 2. Each share of Convertible Preferred Stock not subject to the Common Stock Cap was entitled to four votes on Proposal 1. With respect to Proposals 1 and 2, the holders of Series A Notes and Series B Notes were entitled, on an as-converted-to-common stock basis, to an aggregate of 264,210 votes and 58,299 votes, respectively.

At the special meeting, the following votes were cast by the stockholders for Proposals 1 and 2:

Proposal 1 was approved, and the Charter Amendment was filed with the Delaware Secretary of State on March 14, 2014, at which time all of the Convertible Preferred Stock automatically converted into Common Stock. Following such conversion, there were 31,251,183 shares of Common Stock issued and outstanding as of March 14, 2014. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Certificate of Incorporation of the Company, attached hereto as Exhibit 3.1 and incorporated by reference.

For Against Abstain Broker Non-Votes 24,605,805 442,223 19,059 0


Proposal 2, regarding the Nasdaq Change of Control Approval, was approved.

For Against Abstain Broker Non-Votes 6,411,846 60,502 15,624,066 2,970,673



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number       Description
3.1          Certificate of Amendment to the Certificate of Incorporation of YRC
             Worldwide Inc.


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