8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

_______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

_______________________

Date of Report (Date of earliest event reported): September 30, 2021

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Welbilt, Inc.

(Exact name of registrant as specified in its charter)

_______________________

Delaware	1-37548	47-4625716
(State or other jurisdiction  of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

            2227 Welbilt Boulevard, New Port Richey, Florida 34655           

(Address of principal executive offices) (ZIP code)

(727) 375-7010

(Registrant’s telephone number, including area code)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	WBT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Welbilt, Inc. (the “Company”) held its Special Meeting of Stockholders on September 30, 2021 (the “Special Meeting”). The final results of each of the proposals submitted to a vote of stockholders at the Special Meeting are set forth below. Each such proposal is further described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 31, 2021.

Proposal 1. The Company’s stockholders voted to adopt and approve the Agreement and Plan of Merger (the “Merger Agreement”) with Ali Holding S.r.l., Ali Group North America Corporation, and Ascend Merger Corp. (the “Merger Proposal”) by the votes indicated:

For	Against	Abstentions
96,009,789	264,185	240,458

Proposal 2. The Company’s stockholders voted to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement by the votes indicated:

For	Against	Abstentions
92,480,163	1,288,338	2,745,731

Proposal 3. The Company’s stockholders voted to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal by the votes indicated:

For	Against	Abstentions
88,745,085	5,131,205	2,638,142

Item 7.01.          Regulation FD Disclosure.

On the same date, the Company issued a press release providing an update on the transactions contemplated by the Merger Agreement. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and shall not be deemed to be incorporated by reference into any document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Press Release, dated September 30, 2021, providing an update on the acquisition by Ali Group.
101	Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline Extensible Business Reporting Language ("iXBRL").
104	Cover page interactive data file (formatted in iXBRL and contained in Exhibit 101).

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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 hereunto duly authorized.

	WELBILT, INC.
Date: September 30, 2021	By:	/s/ Joel H. Horn
		Joel H. Horn
		Executive Vice President, General Counsel and Corporate Secretary

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EX-99.1

Exhibit 99.1

News Release

WELBILT PROVIDES UPDATE ON ACQUISITION BY ALI GROUP

New Port Richey, FL. - September 30, 2021 - Welbilt, Inc. (NYSE:WBT) announced that the proposal to adopt and approve the Merger Agreement with Ali Holding S.r.l., Ali Group North America Corporation and Ascend Merger Corp. (collectively “Ali Group”) was approved today by Welbilt stockholders with 99.72 percent of shares that were voted cast in favor of the pending merger.

In addition, Welbilt and Ali Group have submitted regulatory filings in all required jurisdictions, including the U.S., United Kingdom, and European Union. The companies have received a second request for information from the U.S. Department of Justice which focuses on the companies’ ice brands. The companies have decided that they will proceed with divesting Welbilt’s Manitowoc Ice brand to address concerns raised by the U.S. Department of Justice. We are confident that this step will ensure regulatory approval. The companies expect to complete the sale of Manitowoc Ice in early 2022 and then close the acquisition of Welbilt by Ali Group shortly thereafter.

About Welbilt, Inc.

Welbilt, Inc. provides the world’s top chefs, premier chain operators and growing independents with industry-leading equipment and solutions. Our innovative products and solutions are powered by our deep knowledge, operator insights, and culinary expertise. Our portfolio of award-winning product brands includes Cleveland™, Convotherm®, Crem®, Delfield®, Frymaster®, Garland®, Kolpak®, Lincoln®, Manitowoc® Ice, Merco®, Merrychef® and Multiplex®. These product brands are supported by three service brands: KitchenCare®, our aftermarket parts and service brand, FitKitchen®, our fully-integrated kitchen systems brand, and KitchenConnect®, our cloud-based digital platform brand. Headquartered in the Tampa Bay region of Florida and operating 19 manufacturing facilities throughout the Americas, Europe and Asia, we sell through a global network of over 5,000 distributors, dealers, buying groups and manufacturers' representatives in over 100 countries. We have approximately 4,600 employees and generated sales of $1.2 billion in 2020. For more information, visit www.welbilt.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Such forward-looking statements, including those regarding the timing and consummation of the transactions described herein, involve risks and uncertainties, including, but are not limited to, the following factors: the risk that the conditions to the closing of any transaction are not satisfied, including the risk that required approvals of any transaction from regulators are not obtained; litigation relating to any transaction; and uncertainties as to the timing of the consummation of a transaction and the ability of any party to consummate the transaction. Other factors that might cause such a difference include those discussed in Welbilt’s filings with the SEC, which include its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the definitive proxy statement filed in connection with the Ali Group transaction. For more information, see the section entitled “Risk

Factors” and the forward-looking statements disclosure contained in Welbilt’s Annual Reports on Form 10-K and in other filings. The forward-looking statements included in this communication are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, Welbilt undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For more information, contact:

Rich Sheffer

Vice President Investor Relations, Risk Management and Treasurer

Welbilt, Inc.

+1 (727) 853-3079

Richard.sheffer@welbilt.com

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XML

Cover	Sep. 30, 2021	Apr. 26, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag		false
Document Period End Date	Sep. 30, 2021
Entity Registrant Name	Welbilt, Inc.
Entity Central Index Key		0001650962
Entity Incorporation, State or Country Code	DE
Entity File Number	1-37548
Entity Tax Identification Number	47-4625716
Entity Address, Address Line One	2227 Welbilt Boulevard
Entity Address, City or Town	New Port Richey
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34655
City Area Code	727
Local Phone Number	375-7010
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	WBT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false