Welcome to our dedicated page for XBP Europe SEC filings (Ticker: XBPEW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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XBP Europe Holdings, Inc. (Nasdaq: XBPEW) has mailed its Definitive Proxy Statement for the 2025 virtual Annual Meeting scheduled on July 25, 2025. The Board unanimously recommends shareholders vote FOR seven proposals that will determine the Company’s post-bankruptcy capital structure, corporate governance and share count following the July 3, 2025 acquisition of Exela’s BPA Group and related Chapter 11 restructuring (the “Plan”).
Key items put to vote
- Proposal 1 – Director Election: elect two directors until 2028 (board expansion to seven directors will occur after the Plan closes).
- Proposal 2 – Auditor Ratification: keep UHY LLP as independent auditor for FY 2025.
- Proposals 3A-3D – Charter Amendments: (i) rename the company “XBP Global Holdings, Inc.”; (ii) double authorised capital to 400 MM common/20 MM preferred shares; (iii) eliminate staggered board, restore written-consent rights and refine corporate-opportunity waiver (requires 75% approval); (iv) restate the charter in full.
- Proposal 4 – Nasdaq Share Issuance: approve up to 88,432,239 new shares (plus any ETI purchases) to satisfy creditor equitisation, back-stop fees and exit financing under Nasdaq Rule 5635.
- Proposal 5 – Reverse Stock Split: authorise a 1-for-3 to 1-for-15 split at the Board’s discretion during 2025.
- Proposal 6 – Stock Plan Amendment: add 5 MM shares immediately and conditionally top the reserve to 10 % of post-restructure outstanding shares.
- Proposal 7 – Adjournment: allow meeting adjournment if additional solicitation time is needed.
Transaction highlights
- Acquisition of BPA Group: Purchased for nominal consideration; rescission right applies if the Debtors fail to emerge from Chapter 11 by Aug 7 2025.
- Creditor equitisation: 73.3–74.4 MM new shares and 6.6 MM warrants to satisfy Allowed Notes Claims; 8.5 MM shares to settle back-stop/funding fees; BTC’s current 60.7 % stake will be distributed to noteholders.
- Financing package: $185 MM DIP rolled into exit notes; supplemental exit facility will refinance the $38.9 MM Blue Torch term loan; XBP/ETI to fund $18 MM of exit liquidity.
- Governance changes: Board de-classification, expanded board size, poison-pill style Shareholder Rights Agreement (30 % trigger, 18-month sunset) and a Registration Rights Agreement for new shareholders.
Voting control: BTC (60.7 %) and XBP insiders (10.5 %) have pledged to vote FOR all proposals, effectively assuring passage except Proposal 3C which needs 75 % of outstanding shares.
Investor considerations
- Authorised share increase plus 88.4 MM new shares is highly potentially dilutive; reverse split could cosmetically raise the per-share price.
- Governance reforms (board de-classification, written-consent rights) are shareholder-friendly, but the Rights Agreement may discourage takeover premiums.
- Successful approval enables the BPA Group to exit bankruptcy and positions XBP for a materially larger global footprint, albeit with higher leverage and integration risk.
Health Catalyst, Inc. (NASDAQ: HCAT) reported the results of its July 9, 2025 Annual Meeting on Form 8-K. A quorum of 53,125,841 shares (76.3% of the 69,601,233 shares outstanding) was present. All four proposals on the ballot passed with solid majorities.
- Board elections: Class III directors Duncan Gallagher and Dr. Jill Hoggard Green were re-elected for three-year terms ending in 2028. Support levels differed markedly: Gallagher received 37.1 million ‘for’ votes (79.8% support) versus 9.4 million withheld, while Dr. Hoggard Green secured 45.3 million ‘for’ votes (97.4% support).
- Auditor ratification: Ernst & Young LLP was ratified as independent auditor for FY 2025 with 53.1 million ‘for’ votes (99.9% support).
- Say-on-pay: Compensation of named executive officers was approved with 45.0 million ‘for’ votes (96.7% support).
- Governance reform: Shareholders backed an advisory resolution (99.2% support) asking the board to initiate action to declassify itself, signaling a strong preference for annual director elections.
No other material transactions, financial results or strategic announcements were disclosed in this filing. The outcome strengthens the company’s corporate governance profile, though the relatively higher dissent (20.2%) against Mr. Gallagher suggests targeted shareholder concerns. Overall, the filing is routine and is unlikely to move the stock materially absent further action on declassification.
Hudson Global, Inc. (HSON) has filed a Form S-4 to register securities connected with its planned all-stock merger with Star Equity Holdings, Inc. (STRR). Under the Agreement and Plan of Merger dated 21 May 2025, Star will merge into HSON Merger Sub, becoming a wholly-owned subsidiary of Hudson. Each share of Star common stock will be exchanged for 0.23 shares of Hudson common stock, while each share of Star’s 10.0% Series A preferred stock will convert 1-for-1 into newly created Hudson Series A preferred stock. No cash will be paid for fractional shares.
Post-transaction ownership is expected to be approximately 79 % Hudson shareholders / 21 % former Star shareholders on a fully-diluted basis. The transaction requires: (i) approval of Hudson shareholders for the issuance of >5 % new shares (Nasdaq Rule 5635(a)), plus routine annual-meeting matters; and (ii) approval of Star shareholders to adopt the merger agreement. Meetings are scheduled in Old Greenwich, CT, with a record date of 14 July 2025.
Hudson will also seek to amend its 2009 Incentive Stock and Awards Plan to add 400,000 common shares and permit issuance of up to 175,000 preferred shares. Three Star-designated directors will join an expanded seven-member Hudson board at closing; existing Hudson officers will remain in place.
The agreement contains reciprocal $250,000 termination fees plus up to $250,000 expense reimbursement should either party abandon the deal and subsequently enter a competing transaction within nine months. Neither company’s shareholders are entitled to appraisal rights.
Key risks highlighted for investors include market fluctuation in Hudson’s share price (which directly affects the value received by Star holders), potential dilution for Hudson investors, and conflicts of interest—Hudson CEO Jeffrey E. Eberwein also serves on Star’s board. Both boards unanimously recommend voting “FOR” their respective proposals.
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