UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously announced, on December 22, 2023, Daseke, Inc. (the “Company” or “Daseke”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TFI International Inc., a corporation incorporated pursuant to the Canada Business Corporations Act (“Parent”), and Diocletian MergerCo, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Acquisition Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Acquisition Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect, wholly owned subsidiary of Parent.
On March 26, 2024, the Company held a special meeting (the “Special Meeting”) of holders of common stock, par value $0.0001 per share (“Common Stock”), of Daseke at which such holders considered and voted upon (i) the adoption of the Merger Agreement (the “Merger Proposal”) and (ii) a non-binding, advisory proposal to approve compensation that will or may become payable to Daseke’s named executive officers in connection with the Merger (the “Compensation Proposal”). As of February 1, 2024, the record date for the Special Meeting (the “Record Date”), there were 47,200,283 shares of Common Stock issued and outstanding and entitled to be voted at the Special Meeting. Each holder of Common Stock is entitled to one vote for each share of Common Stock held by such holder on the Record Date. A total of 33,625,358 shares of Common Stock were present virtually or represented by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting.
Set forth below are the final voting results on the proposals considered and voted upon at the Special Meeting, which are more fully described in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on February 15, 2024. The proposal to adjourn the Special Meeting to a later date or dates, if necessary to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement was not voted upon at the Special Meeting because there were sufficient votes to approve the Merger Proposal.
The Merger Proposal - The proposal to adopt the Merger Agreement was approved, with the following votes cast at the Special Meeting:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 33,168,364 | 409,627 | 47,367 | 0 |
The Compensation Proposal - The proposal to approve compensation that will or may become payable to Daseke’s named executive officers in connection with the Merger was approved, with the following votes cast at the Special Meeting:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 31,202,546 | 2,198,240 | 224,572 | 0 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DASEKE, INC. | ||
| Date: March 26, 2024 | By: | /s/ Soumit Roy |
| Name: | Soumit Roy | |
| Title: | Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary | |
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