NextDecade Corp — Regulatory Filings 2017

Mar 28, 2017

8-K 1 f8k032717_harmonymerger.htm CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): March 27, 2017

HARMONY MERGER CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36842	46-5723951
(State
or Other Jurisdiction of Incorporation)	(Commission
File Number)	(IRS
Employer Identification No.)

777 Third Avenue, 37th Floor, New York, New York 10017

(Address of Principal Executive Offices) (Zip Code)

(212) 319-7676

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 ( see General Instruction A.2. below):

☐ 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))

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Item 5.03 Amendments to Articles of Incorporation or Bylaws

The information included in Item 5.07 is incorporated by reference in this item to the extent required herein.

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

On March 27, 2017, the Company held an annual meeting of its stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders considered the following proposals:

1. A proposal to adopt and approve an amendment to the Company’s amended and restated certificate of incorporation (the “ charter ”) to extend the date that the Company has to consummate a business combination (the “ Extension ”) to July 27, 2017. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For — 14,579,664	322,136	0	0

In connection with this vote, the holders of 495,335 shares of the Company’s common stock properly exercised their right to convert their shares into cash at a conversion price of approximately $10.22 per share, for an aggregate conversion amount of approximately $5,063,330, in connection with the Extension.

The Company filed the amendment to the charter with the Secretary of State of the State of Delaware on March 27, 2017.

1. A proposal to elect one member of the Company’s board of directors as a Class A director, to hold office until the third succeeding annual meeting and until his successor is duly elected and qualified. The following is a tabulation of the votes with respect to the director elected at the Special Meeting:

Director
Class A
Leonard B. Schlemm	12,655,101	2,246,699

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SIGNATURE

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.

Dated: March 28, 2017

HARMONY MERGER CORP.
By:	/s/
Eric S. Rosenfeld
	Name:
Eric S. Rosenfeld
	Title:
Chief Executive Officer

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