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

June 1025, 2020 (June 24, 2020)

Date of Report (Date of earliest event reported)

Mobile Mini, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-12804

86-0748362

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4646 E. Van Buren Street, Suite 400

Phoenix, Arizona 85008

(Address of Principal Executive Offices) (Zip Code)

(480) 894-6311

(Registrant’s telephone number, including area code)

N/A

(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))

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, $.01 par value Preferred Share Purchase Rights	MINI	Nasdaq Global Select Market
Common Stock, $.01 par value	MINI	Nasdaq Global Select Market

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 85.~~01.~~07 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On June 10 24, 2020, Mobile Mini, Inc. (~~the~~“Mobile Mini” or “Company”) orheld a special meeting of its stockholders (the “~~Mobile~~Special ~~Mini~~Meeting”) ~~announced~~to ~~that~~vote on the proposals identified below, each of which is described in detail in the definitive joint proxy statement/prospectus, dated May 6, 2020, which the Company’s ~~Board~~filed with the U.S. Securities and Exchange Commission and first mailed to Mobile Mini stockholders on or about May 8, 2020, in connection with the merger contemplated by the Agreement and Plan of ~~Directors~~Merger ~~declared~~(as aamended ~~cash~~from ~~dividend~~time to time, the “Merger Agreement”), dated as of 30March 1, 2020, by and among Mobile Mini, WillScot Corporation (“WillScot”) and Picasso Merger Sub, Inc.3, ~~cents~~a ~~per~~wholly ~~share~~owned subsidiary of WillScot, pursuant to which Picasso Merger Sub, Inc. will be ~~paid~~merged onwith ~~June~~and 30into the Company, ~~2020~~with tothe ~~shareholders~~Company surviving the merger as a wholly owned subsidiary of ~~record~~WillScot. WillScot’s name as of ~~June~~the ~~20,~~closing ~~2020~~of the transaction shall be WillScot Mobile Mini Holdings Corp.

As ~~previously~~of ~~disclosed,~~the close of business on ~~March~~May 1, 2020, the ~~Company,~~record ~~WillScot~~date ~~Corporation~~for ~~and~~the ~~Picasso~~Special ~~Merger Sub~~Meeting, ~~Inc~~44,347,388.55 ~~entered~~shares ~~into~~of anMobile ~~Agreement~~Mini ~~and~~common ~~Plan~~stock ofwere ~~Merger~~issued ~~(as~~and ~~amended~~outstanding ~~from~~and ~~time~~entitled to ~~time,~~vote at the ~~“Merger~~Special ~~Agreement”)~~Meeting. ~~pursuant~~At ~~to which, subject to~~ the ~~satisfaction~~Special orMeeting, ~~waiver~~37,117,047 shares of ~~certain~~Mobile ~~customary~~Mini ~~closing~~common ~~conditions,~~stock ~~Merger~~were ~~Sub~~represented ~~will~~in beperson ~~merged~~or ~~with~~by proxy and, ~~into Mobile Mini~~therefore, ~~with~~a ~~Mobile~~quorum ~~Mini~~was ~~surviving~~present. asThe aMerger ~~wholly-owned~~Proposal ~~subsidiary~~and ~~of WillScot (~~the “Merger”-Related orCompensation ~~the~~Proposal ~~“Proposed~~described ~~Transaction”).~~below ~~The~~were ~~Merger~~approved isand, ~~expected~~although tosufficient ~~close~~votes ~~early~~were inreceived to approve the ~~third~~Adjournment ~~quarter~~Proposal ofdescribed ~~2020~~below, ~~subject~~an toadjournment ~~customary~~of ~~closing~~the ~~conditions,~~Special ~~including~~Meeting ~~receipt~~was ofnot ~~stockholder~~necessary ~~approvals~~due ~~from~~to the ~~Company’s~~approval ~~and~~of ~~WillScot’s~~the ~~stockholders~~Merger Proposal. The ~~declaration~~number ~~and payment~~ of ~~the~~votes ~~cash~~cast ~~dividend~~for isor ~~permitted~~against, ~~under~~as ~~the~~well ~~Merger~~as ~~Agreement~~abstentions and isbroker non-votes, if ~~not~~applicable, ~~contingent~~with onrespect ~~the~~to ~~closing~~each ofproposal ~~the~~is ~~Merger.~~set out below:

~~Additional~~1. To ~~Information~~approve and ~~Where~~adopt tothe ~~Find~~Merger ItAgreement (the “Merger Proposal”). The Merger Proposal was approved by the following vote:

Additional information about Mobile Mini can be found on the Investor Relations section of Mobile Mini’s website at www.mobilemini.com.


Votes For	Votes Against	Abstentions	Broker Non-Votes
36,109,421	922,367	85,259	N/A

~~Important~~2. To ~~Information~~approve, ~~About~~by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Mobile Mini’s named executive officers in connection with the ~~Proposed~~merger ~~Transaction~~contemplated by the Merger Agreement (the “Merger-Related Compensation Proposal”). The Merger-Related Compensation Proposal was approved by the following vote:

In connection with the Proposed Transaction, WillScot filed a registration statement on Form S-4 (No. 333-237746), which includes the Joint Proxy Statement/Prospectus. The registration statement was declared effective by the SEC on May 5, 2020, and Mobile Mini and WillScot commenced mailing the Joint Proxy Statement/Prospectus on or about May 8, 2020. Each party will file other documents regarding the Proposed Transaction with the SEC. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED TRANSACTION. Investors and security holders are able to obtain these documents (if and when available) free of charge from the SEC’s website at www.sec.gov. The documents filed by WillScot with the SEC may also be obtained free of charge from WillScot by requesting them by mail at WillScot Corporation, 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231. The documents filed by Mobile Mini may also be obtained free of charge from Mobile Mini by requesting them by mail at Mobile Mini, Inc., 4646 E. Van Buren Street, Suite 400, Phoenix, Arizona 85008.


Votes For	Votes Against	Abstentions	Broker Non-Votes
21,054,352	15,736,192	326,503	N/A

~~Participants~~3. To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the ~~Solicitation~~event there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). Because there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, a vote was not called on the Adjournment Proposal.

~~WillScot,~~Item Mobile Mini, their respective directors and executive officers and other members of management and employees and certain of their respective significant stockholders may be deemed to be participants in the solicitation of proxies in respect of the Proposed Transaction8.01 ~~Information~~Other ~~about WillScot’s directors and executive officers is available in WillScot’s proxy statement, dated March 20, 2020, as supplemented by the supplement~~ Events.

~~dated~~On ~~April~~June 1324, 2020, ~~for~~Mobile ~~the~~Mini ~~2020 Annual Meeting~~ and WillScot’s ~~Annual~~issued ~~Report~~a onjoint ~~Form~~press ~~10-K~~release ~~for~~announcing the ~~fiscal~~results ~~year~~of ~~ended December 31, 2019, which was filed with~~ the ~~SEC~~Special onMeeting ~~March 2, 2020. Information about Mobile Mini’s directors~~ and ~~executive~~of ~~officers~~the isspecial ~~available~~meeting inof ~~Mobile~~WillScot ~~Mini’s~~stockholders ~~proxy~~held ~~statement,~~on ~~dated March~~June 1624, 2020. asA ~~supplemented~~copy byof the ~~supplement~~joint ~~dated~~press ~~April 10,~~release ~~2020,~~is ~~for~~attached ~~its~~as ~~2020~~Exhibit ~~Annual~~99.1 ~~Meeting~~to ofthis ~~Stockholders~~Current ~~and Mobile Mini’s Annual~~ Report on Form 10 8-K ~~for the fiscal year ended December~~ ~~31, 2019, which was filed with the SEC on February 3, 2020. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation~~ and ais ~~description~~incorporated ofherein ~~their direct and indirect interests,~~ by ~~security holding or otherwise, is contained in the Joint Proxy Statement/Prospectus and other relevant materials filed with the SEC regarding the Proposed Transaction~~reference. Investors should read the Joint Proxy Statement/Prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the SEC, WillScot or Mobile Mini as indicated above.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
Exhibit Number		Description
	99.1	Joint Press Release, dated June 1024, 2020, issued by Mobile Mini, Inc. and WillScot Corporation
	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.

Mobile Mini, Inc.

~~Mobile Mini, Inc.~~

Date: June 10, 2020

/s/ Christopher J. Miner

Date: June 25, 2020

/s/ Christopher J. Miner

Christopher J. Miner

Senior Vice President and General Counsel

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