AG真人官方

At its 30 Jul 2025 annual meeting, Trio Petroleum Corp. (TPET) had a 41.1% quorum (3.09 M of 7.52 M shares).

• Directors: William J. Hunter (1.11 M for) and James H. Blake (1.13 M for) re-elected; 1.93 M broker non-votes recorded.
• Capital structure: Stockholders approved reducing authorized common stock from 500 M to 150 M (2.71 M for; 332 k against).
• Equity Incentive Plan: 鈥� Share reserve lifted from 0.5 M to 2.5 M shares and ISO limit aligned (1.06 M for; 92 k against). 鈥� Added an evergreen clause鈥攅ach 1 Nov through 2031 the plan may automatically add the lesser of 5% of outstanding shares or a Board-set amount (1.07 M for; 82 k against).
• Auditor: Bush & Associates CPA LLC ratified for FY ending 31 Oct 2025 (2.92 M for).

No financial results were disclosed; the filing focuses solely on governance and share-related amendments that could affect future dilution and capital flexibility.

The Vanguard Group filed a passive Schedule 13G on SEACOR Marine Holdings Inc. (SMHI), revealing ownership of 1,352,574 common shares as of 30 Jun 2025. The position equals 5.03 % of outstanding stock, crossing the 5 % reporting threshold and placing Vanguard among the company鈥檚 largest holders.

Authority details:

• Sole voting power: 0 shares
• Shared voting power: 8,549 shares
• Sole dispositive power: 1,329,675 shares
• Shared dispositive power: 22,899 shares

The absence of sole voting rights signals that the stake is held for index or advisory clients, consistent with Vanguard鈥檚 filing as an investment adviser (Rule 13d-1(b)). Although the filing does not imply an active attempt to influence control, the disclosure increases institutional ownership transparency, potentially enhancing liquidity and investor confidence.

SpartanNash Company (NASDAQ: SPTN) has filed a Form 144 notice disclosing the proposed sale of 8,077 common shares through UBS Financial Services. The transaction is valued at $214,210.96 and is expected to occur on or about 10 July 2025. With 33,849,873 shares outstanding, the sale represents roughly 0.02 % of total shares, indicating a minimal impact on the public float. The shares were accumulated via Restricted Stock Awards (RSA) granted between March 2023 and March 2025 and a Restricted Stock Unit (RSU) granted on 15 March 2025. The filer reports no other sales during the past three months and certifies that no undisclosed material adverse information exists. Form 144 serves only as advance notice; completion of the sale is not guaranteed.

SpartanNash has entered into a definitive merger agreement to be acquired by C&S Wholesale Grocers in a strategic transaction that will create a larger, privately-held wholesale grocery distribution company. Key highlights of the merger include:

• The combined company will have national presence across 32 states, with complementary business lines and geographies
• Post-merger leadership: Rick Cohen will serve as Chairman and Eric Winn as CEO of the combined company
• Transaction expected to close in late 2025, subject to shareholder approval and regulatory clearances
• SpartanNash enters the deal following record-adjusted EBITDA performance for three consecutive years through 2024

The merger aims to deliver enhanced value through greater scale for competitive pricing, supply chain efficiencies, expanded retail capabilities, and cross-selling opportunities. C&S, founded in 1918, currently serves over 7,500 independent supermarkets and chain stores. The deal will transition SpartanNash from a public to private company, with business operations expected to continue as usual during the integration process.

SpartanNash Company (SPTN) has entered into a definitive Agreement and Plan of Merger dated 22 June 2025. New Mackinac HoldCo, Inc. (backed by C&S Wholesale Grocers) will acquire SpartanNash through Mackinac Merger Sub, with SpartanNash surviving as a wholly owned subsidiary.

Cash consideration: each outstanding share of SpartanNash common stock will be converted into the right to receive $26.90 in cash, without interest. All existing equity awards will vest or convert into cash-based awards on terms set out in the agreement.

Board approval: the Board unanimously determined the transaction to be fair and will recommend shareholder approval. The merger is expected to close in Q4 2025, subject to: (i) approval by a majority of outstanding shares, (ii) expiration or early termination of the Hart-Scott-Rodino waiting period, and (iii) other customary conditions. No financing condition applies.

Post-closing: SpartanNash stock will be delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act.

Key protective provisions:

• Customary non-solicitation with fiduciary-out.
• Company termination fee of $35.4 million if it accepts a superior proposal or following certain other specified events.
• Reverse termination fee of $55 million payable by Parent if the deal is blocked under the HSR Act.
• Additional $50 million fee payable by Parent if it fails to close once all conditions are met.
• Outside termination date of 22 June 2026, extendable three months by Parent for antitrust clearance.

SpartanNash has entered into a definitive merger agreement with C&S Wholesale Grocers on June 22, 2025. Under the agreement, C&S will acquire SpartanNash for $26.90 per share in an all-cash transaction, with SpartanNash becoming a wholly-owned subsidiary of New Mackinac HoldCo.

Key terms of the merger include:

• The Board unanimously approved the merger as fair and in shareholders' best interests
• Transaction expected to close in Q4 2025, subject to regulatory and shareholder approvals
• Requires approval from majority of shareholders and HSR Act clearance
• Company termination fee of $35.4 million applies in certain scenarios
• Parent termination fee of $55 million for regulatory-related termination

Upon completion, SpartanNash will be delisted from NASDAQ and deregistered under the Exchange Act. The merger includes provisions for treatment of equity-based awards and includes customary non-solicitation provisions with fiduciary out exceptions.

SpartanNash has entered into a definitive merger agreement with C&S Wholesale Grocers on June 22, 2025. Under the agreement, C&S will acquire SpartanNash in an all-cash transaction where shareholders will receive $26.90 per share.

Key aspects of the transaction:

• Merger Sub (owned by C&S) will merge with SpartanNash, with SpartanNash surviving as a wholly-owned subsidiary
• Transaction requires SpartanNash shareholder approval at a special meeting to be announced
• Company will file preliminary and definitive proxy statements with SEC

The filing includes standard cautionary statements regarding forward-looking statements and details about potential risks, including regulatory approvals, closing conditions, and potential impacts on operations. Shareholders are urged to review the upcoming proxy materials carefully before making voting decisions.

On 22 June 2025, SpartanNash Company (Nasdaq: SPTN) filed an 8-K announcing it has signed an Agreement and Plan of Merger with New Mackinac HoldCo, Inc. (Parent), Mackinac Merger Sub, Inc. and C&S Wholesale Grocers, LLC (Guarantor). Under the agreement, Merger Sub will merge with and into SpartanNash, after which the Company will survive as a wholly-owned subsidiary of Parent.

At the effective time, each outstanding share of SpartanNash common stock (other than shares already held by Parent or Merger Sub) will automatically convert into the right to receive $26.90 in cash, without interest (the 鈥淢erger Consideration鈥�). No stock or contingent consideration is contemplated, providing shareholders with an all-cash exit.

The transaction is subject to customary conditions, including (i) approval by SpartanNash shareholders at a forthcoming special meeting, (ii) required governmental and regulatory consents, and (iii) satisfaction or waiver of other closing conditions to be detailed in a subsequent 8-K. The Company will file preliminary and definitive proxy statements with the SEC; definitive materials will be mailed to eligible shareholders. The filing urges investors to read these documents in full when available.

A press release describing the transaction is furnished as Exhibit 99.1. Forward-looking statements in the filing highlight risks such as failure to obtain shareholder or regulatory approvals, potential termination fees, litigation, operational restrictions during the pendency of the deal, management distraction, and possible adverse effects on share price, credit ratings, employee retention and customer relationships if the merger is delayed or not completed.

This 8-K does not constitute an offer to sell or the solicitation of an offer to buy securities. Further details, including the full merger agreement and any updates to conditions, will be provided in future SEC filings.