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. |
On April 9, 2025, Altus Power, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated February 5, 2025, by and among the Company, Avenger Parent, Inc., a Delaware corporation (“Parent”), and Avenger Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.
As of March 11, 2025, the record date for the determination of stockholders entitled to vote at the Special Meeting, there were 160,420,894 shares of the Company’s Class A common stock outstanding and entitled to vote, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 134,947,775 shares of the Company’s Class A common stock, representing approximately 84.12% of the shares outstanding and entitled to vote, were present by remote communication or represented by proxy, constituting a quorum for the transaction of business at the Special Meeting.
At the Special Meeting, the Company stockholders considered two proposals, each of which is described in more detail in a definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 13, 2025 and the supplemental disclosure to the proxy statement filed by the Company with the SEC on April 2, 2025. The final results regarding each proposal are set forth below.
Proposal No. 1 - To adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger Proposal”).
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 134,893,456 |
33,263 | 21,056 | — |
The Merger Proposal was approved by the requisite vote of the Company stockholders.
Proposal No. 2 - To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 132,800,236 |
2,138,935 | 8,604 | — |
The Adjournment Proposal was approved by the requisite vote of the Company stockholders.
Adjournment of the Special Meeting was deemed not necessary or appropriate and therefore the meeting was not adjourned to another date.
| Item 8.01 | Other Events |
On April 9, 2025, the Company issued a press release announcing the results of the Special Meeting. A copy of this press release is attached hereto as Exhibit 99.1 to this report and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release, dated April 9, 2025, issued by Altus Power, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| ALTUS POWER, INC. | ||||||
| Date: April 9, 2025 | By: | /s/ Gregg J. Felton | ||||
| Name: Gregg J. Felton | ||||||
| Title: Chief Executive Officer and Director | ||||||