UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

HOUSTON WIRE & CABLE COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

May 11, 2021

Dear Stockholders:

You are cordially invited to attend a special meeting of stockholders of Houston Wire & Cable Company, a Delaware corporation (the “Company”), which will be held on Tuesday, June 15, 2021, at 10:00 a.m., Central Time. Due to the continuing impact of the COVID-19 pandemic on public health, and out of concern for the health and safety of our stockholders, employees and directors, the special meeting will be a virtual meeting of stockholders rather than an in-person meeting. You will be able to attend the special meeting online by visiting www.virtualshareholdermeeting.com/HWCC2021SM.

At the special meeting, our stockholders will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger that we entered into on March 24, 2021, which we refer to as the “merger agreement,” providing for the acquisition of the Company by Omni Cable, LLC in a transaction that we refer to as the “merger.” If the merger agreement is adopted and the merger is completed, each share of our common stock (other than certain shares specified in the merger agreement) will be converted into the right to receive $5.30 per share in cash, without interest and subject to any required withholding taxes, representing a premium of approximately 36% over the trailing 30-day volume weighted average price of our common stock for the period ended March 24, 2021.

The Company’s board of directors unanimously recommends that our stockholders vote “FOR” the proposal to adopt the merger agreement and “FOR” the other matters to be considered at the special meeting.

The enclosed proxy statement describes the merger agreement, the merger and related matters, and includes a copy of the merger agreement. We urge stockholders to read the entire proxy statement carefully, as it sets forth the details of the merger agreement and other important information related to the merger.

Your vote is very important. Whether or not you plan to attend the special meeting and regardless of the number of shares you own, your careful consideration of, and vote on, the proposal to adopt the merger agreement is important, and we encourage you to vote promptly. The merger cannot be completed unless a majority of the outstanding shares of our common stock entitled to vote on the adoption of the merger agreement vote in favor of the proposal to adopt the merger agreement. The failure to vote, or to instruct your broker on how to vote, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

On behalf of the entire board of directors, I want to thank you for your continued support.

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated May 11, 2021 and is being mailed to Company stockholders on or about May 14, 2021.

HOUSTON WIRE & CABLE COMPANY

10201 North Loop East

Houston, Texas 77029

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 15, 2021

To the Stockholders of Houston Wire & Cable Company:

A special meeting of stockholders of Houston Wire & Cable Company (the “Company”) will be held on Tuesday, June 15, 2021, at 10:00 a.m., Central Time. Due to the continuing impact of the COVID-19 pandemic on public health, and out of concern for the health and safety of our stockholders, employees and directors, the special meeting will be a virtual meeting of stockholders rather than an in-person meeting. Stockholders will be able to attend the special meeting online, vote their shares electronically, and submit questions during the special meeting by visiting www.virtualshareholdermeeting.com/HWCC2021SM.

The special meeting of stockholders is being held for the following purposes:

1.       To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of March 24, 2021 (the “merger agreement”), by and among Omni Cable, LLC, a Pennsylvania limited liability company (“OmniCable”), OCDFH Acquisition Sub Inc., a Delaware corporation and wholly owned subsidiary of OmniCable (“Merger Sub”), and the Company;

2.       To consider and vote on a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers and that is based on, or otherwise relates to, the merger contemplated by the merger agreement; and

3.       To consider and vote on a proposal to adjourn the special meeting from time to time to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

Stockholders of record at the close of business on May 4, 2021 are entitled to vote at the special meeting or at any postponement or adjournment thereof.

For more information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A to the proxy statement.

The board of directors of the Company carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. By a unanimous vote, the board (i) determined that the transactions contemplated by the merger agreement, including the merger, are in the best interests of the Company and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of the merger agreement and, subject to receiving the Company stockholder approval, the consummation by the Company of the transactions contemplated by the merger agreement, including the merger, (iii) directed that the merger agreement be submitted for adoption by a vote of the stockholders of the Company and (iv) resolved to recommend the adoption of the merger agreement by the stockholders of the Company.

The board unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement, “FOR” the approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to the Company’s named executive officers and that is based on, or otherwise relates to, the merger and “FOR” the proposal to adjourn the special meeting from time to time if necessary or appropriate, including to solicit additional proxies.

To assure that your shares are represented at the special meeting, regardless of whether you plan to attend the meeting, please fill in your vote, sign and mail the enclosed proxy form as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United States. Alternatively, you may vote by telephone or through the internet. Instructions regarding each of the methods of voting are provided on the enclosed proxy form. If you are voting by telephone or through the internet, then your voting instructions must be received by 11:59 p.m. Eastern Time on the day before the special meeting. If your shares are held in “street name” through a bank, broker, trust or other nominee, please instruct your bank, broker, trust or other nominee on how to vote your shares using the voting instructions furnished by your bank, broker, trust or other nominee as soon as possible. Your proxy is being solicited by the board of directors of the Company.

If you fail to return your proxy, vote by telephone or through the internet, or attend the special meeting and vote online, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If you have any questions about the merger, the meeting or how to submit your proxy, or if you need additional copies of the proxy statement or the enclosed proxy form or voting instructions, please call our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor

New York, NY 10005

Banks and Brokers may call: (212) 269-5550

Stockholders may call toll-free: (877) 732-3621

HWCC@dfking.com

May 11, 2021

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting of stockholders and the merger. These questions and answers do not address all questions that may be important to you as a Company stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and the documents referred to in this proxy statement.

The receipt of cash in exchange for shares of Company common stock pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. Please see the discussion in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 45, for a more detailed description of the U.S. federal income tax consequences of the merger. You should consult your own tax advisor for a full understanding of how the merger will affect your U.S. federal, state, local and foreign taxes.

The approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of Company common stock present virtually in person or represented by proxy at the special meeting. Although the board intends to consider the vote resulting from this proposal, the vote is advisory only and, therefore, is not binding on the Company, OmniCable or any of their respective subsidiaries, and, if the merger agreement is adopted by Company stockholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers even if this proposal is not approved. Abstaining from voting will have the same effect as a vote “AGAINST” the proposal.

The approval of the proposal to adjourn the special meeting from time to time, if necessary or appropriate, requires the affirmative vote of a majority of the shares of Company common stock present virtually in person or represented by proxy at the special meeting. In addition, even if a quorum is not present at the special meeting, either the Chairman of the Board or the affirmative vote of a majority of the shares of Company common stock present virtually in person or represented by proxy at the special meeting may adjourn the meeting to another place, date or time. In each case, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

For a discussion of the factors the board considered in determining to recommend the adoption of the merger agreement, please see the section entitled “The Merger—Reasons for Recommending the Adoption of the Merger Agreement,” beginning on page 28. In addition, in considering the recommendation of the board with respect to the merger agreement, you should be aware that members of the board and our executive officers have various interests in the merger that may be in addition to, or different from, the interests of Company stockholders generally. See the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger,” beginning on page 40.

are a “street name” holder of shares of Company common stock (i.e., you hold your shares in the name of a bank, broker, trust or other nominee and these proxy materials are being forwarded to you by that entity) and you provide your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted as present in determining the presence of a quorum.

All shares of Company common stock held by stockholders that are present virtually in person, or represented by proxy, and entitled to vote at the special meeting, regardless of how such shares are voted or whether such stockholders have indicated on their proxy that they are abstaining from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.

Submitting your proxy by mail, by telephone or through the internet will not prevent you from voting online at the special meeting. You are encouraged to submit a proxy by mail, by telephone or through the internet even if you plan to attend the special meeting virtually in person to ensure that your shares of Company common stock are represented at the special meeting. If you vote online at the special meeting, such vote will automatically revoke any proxy you previously submitted.

If you return your signed and dated proxy form, but do not mark the boxes showing how you wish to vote, your shares of Company common stock will be voted “FOR” the proposal to adopt the merger agreement, “FOR” the approval of the non-binding compensation advisory proposal and “FOR” the approval of the proposal to adjourn the special meeting from time to time, if necessary or appropriate.

your shares of Company common stock. Your bank, broker, trust or other nominee will NOT have the power to vote your shares of Company common stock at the special meeting unless you provide instructions to your bank, broker, trust or other nominee on how to vote. You should instruct your bank, broker, trust or other nominee on how to vote your shares with respect to the proposals, using the instructions provided by your bank, broker, trust or other nominee. You may be able to vote by telephone or through the internet if your bank, broker, trust or other nominee offers these options.

All properly submitted proxies received by us before the special meeting that are not revoked or changed prior to being exercised at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” each of the proposals.

Even if you sell or otherwise transfer your shares of Company common stock after the record date, we encourage you to sign, date and return the enclosed proxy or submit your proxy to vote via the internet or by telephone, or, if your shares are held in “street name” through a bank, broker, trust or other nominee, instruct your bank, broker, trust or other nominee on how to vote your shares using the instructions provided by your bank, broker, trust or other nominee.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements included in this proxy statement which are not historical in nature are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will be,” “will continue,” “will likely result,” “would” and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance. These statements are based upon management’s current expectations and speak only as of the date of this proxy statement. The Company cautions readers that there may be events in the future that the Company is not able to accurately predict or control and the information contained in the forward-looking statements is inherently uncertain and subject to a number of risks that could cause actual results to differ materially from those contained in or implied by the forward-looking statements including, without limitation:

The Company can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The forward-looking statements are made as of the date of this proxy statement, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this proxy statement.

THE SPECIAL MEETING

We are furnishing this proxy statement as part of the solicitation of proxies by the Company for use at the special meeting of the Company stockholders, any postponement thereof, and at any properly reconvened meeting following an adjournment of the special meeting.

Date, Time and Place of the Special Meeting

The special meeting will be held on Tuesday, June 15, 2021, at 10:00 a.m., Central Time, as a virtual meeting conducted via live audio webcast. You will be able to attend the special meeting by visiting www.virtualshareholdermeeting.com/HWCC2021SM.

Purpose of the Special Meeting

At the special meeting, Company stockholders of record will be asked to consider and vote on:

Recommendation of the Board

The board carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. By a unanimous vote, the board (i) determined that the transactions contemplated by the merger agreement, including the merger, are in the best interests of the Company and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of the merger agreement and, subject to receiving the Company stockholder approval, the consummation by the Company of the transactions contemplated by the merger agreement, including the merger, (iii) directed that the merger agreement be submitted to a vote of the stockholders of the Company to be adopted and (iv) resolved to recommend the adoption of the merger agreement by the stockholders of the Company. Accordingly, the Board unanimously recommends a vote “FOR” the proposal to adopt the merger agreement.

The Board also unanimously recommends a vote “FOR” the non-binding advisory merger-related compensation proposal and “FOR” the approval of the proposal to adjourn the special meeting from time to time, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Record Date and Quorum

Each holder of record of shares of Company common stock as of the close of business on May 4, 2021, which is the record date for the special meeting, is entitled to receive notice of, and to vote at, the special meeting. You will be entitled to one vote for each share of Company common stock that you held on the record date. If you sell or transfer your shares of Company common stock after the record date but before the special meeting, you will transfer the right to receive merger consideration, if the merger is completed, to the person to whom you sell or transfer your shares of Company common stock, but you will retain your right to vote those shares at the special meeting. As of the record date, there were 16,882,557 shares of Company common stock issued and outstanding and entitled to vote at the special meeting. The presence at the special meeting, virtually in person or by proxy, of the holders of 8,441,279 shares of Company common stock (a majority of the shares of Company common stock issued and outstanding and entitled to vote at the special meeting) constitutes a quorum for the special meeting.

If you are a Company stockholder of record and you vote by mail, by telephone or through the internet or online at the special meeting, then your shares of Company common stock will be counted as part of the quorum. If you are a “street name” holder of shares of Company common stock and you provide your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted as present in determining the presence of a quorum.

All shares of Company common stock held by stockholders of record that are present virtually in person or represented by proxy and entitled to vote at the special meeting, regardless of how such shares are voted or whether such stockholders abstain from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.

Vote Required for Approval

The proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote on such matter.

The approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of Company common stock present virtually in person or represented by proxy at the special meeting. The vote is advisory only and, therefore, is not binding on the Company or OmniCable or any of their respective subsidiaries, and, if the merger agreement is adopted by Company stockholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers even if this proposal is not approved.

The approval of the proposal to adjourn the special meeting from time to time if necessary or appropriate requires the affirmative vote of a majority of the shares of Company common stock present virtually in person or represented by proxy at the special meeting. In addition, even if a quorum is not present at the special meeting, either the Chairman of the Board or the affirmative vote of a majority of the shares present virtually in person or represented by proxy at the special meeting may adjourn the meeting to another place, date or time.

Each director and executive officer of the Company and certain of their affiliates have entered into voting agreements with OmniCable in which they agreed to vote all of their shares of Company common stock in favor of adoption of the merger agreement at the special meeting. The voting agreements cover approximately 19% of the shares of Company common stock outstanding as of May 4, 2021. See “The Agreement and Plan of Merger—Voting Agreements” on page 52.

Effect of Abstentions and Broker Non-Votes

The proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote on such matter. Therefore, the failure to vote or the abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of Company common stock present virtually in person or represented by proxy at the special meeting. Consequently, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

The proposal to adjourn the special meeting from time to time if necessary or appropriate requires the affirmative vote of a majority of the shares of Company common stock present virtually in person or represented by proxy at the special meeting. Consequently, the abstention from voting will have the same effect as a vote “AGAINST” the proposal. In addition, even if a quorum is not present at the special meeting, either the Chairman of the Board or the affirmative vote of a majority of the shares present virtually in person or represented by proxy at the special meeting may adjourn the meeting to another place, date or time. In each case, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

Under applicable stock exchange rules, all of the proposals in this proxy statement are non-routine matters, so there can be no broker non-votes at the special meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal, but has discretionary voting power on other proposals at such meeting. Accordingly, if your shares are held in “street name,” your bank, broker, trust or other nominee will NOT be able to vote your shares of Company common stock on any of the proposals, and your shares will not

be counted as present in determining the presence of a quorum, unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the proposal to adopt the merger agreement requires the affirmative vote of a majority of the outstanding shares of Company common stock, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. Because the approval of each of (i) the non-binding compensation advisory proposal and (ii) the proposal to adjourn the special meeting from time to time if necessary or appropriate requires the affirmative vote of a majority of the shares having voting power present virtually in person or represented by proxy at the special meeting, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of each such proposal.

How to Vote

Stockholders of record have a choice of voting by proxy by completing a proxy form and mailing it in the prepaid envelope provided, by calling a toll-free telephone number or through the internet. Please refer to your proxy form to see which options are available to you. The telephone and internet voting facilities for stockholders of record will close at 11:59 p.m. Eastern Time on the day before the special meeting. If your shares are held in “street name,” please refer to the information forwarded by your bank, broker, trust or other nominee to see which voting options are available to you.

If you submit your proxy by mail, by telephone or through the internet voting procedures, but do not include “FOR,” “AGAINST” or “ABSTAIN” on a proposal to be voted, your shares of Company common stock will be voted in favor of that proposal. If you indicate “ABSTAIN” on a proposal to be voted, it will have the same effect as a vote “AGAINST” that proposal. If you wish to vote by proxy and your shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your shares of Company common stock, your bank, broker, trust or other nominee will NOT be able to vote your shares on any of the proposals.

If you wish to vote online at the special meeting and your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the bank, broker or other holder of record authorizing you to vote at the special meeting.

If you do not submit a proxy or otherwise vote your shares of Company common stock in any of the ways described above, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on approval of the non-binding compensation advisory proposal or the approval of the proposal to adjourn the special meeting from time to time if necessary or appropriate.

If you have any questions about how to vote or direct a vote in respect of your shares of Company common stock, you may contact our proxy solicitor, DF King, toll-free at (877) 732-3621 or (212) 269-5550 (banks and brokers).

YOU SHOULD NOT SEND IN YOUR STOCK CERTIFICATE(S) WITH YOUR PROXY FORM.

A letter of transmittal with instructions for the surrender of certificates representing shares of Company common stock will be mailed to those stockholders who hold certificated shares if the merger is completed.

Revocation of Proxies

Any proxy given by a Company stockholder of record may be revoked at any time before it is voted at the special meeting by doing any of the following:

“Street name” holders of shares of Company common stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed from time to time to a later day or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement. Your shares will be voted on any adjournment proposal submitted to stockholders in accordance with the instructions indicated in your proxy or, if no instructions were provided, “FOR” the proposal.

If a quorum is present at the special meeting, the special meeting may be adjourned if there is an affirmative vote of a majority of the shares present virtually in person or represented by proxy at the special meeting entitled to vote on such matter. In addition, even if a quorum is not present at the special meeting, either the Chairman of the Board or the affirmative vote of a majority of the shares present virtually in person or represented by proxy at the special meeting entitled to vote on such matter may adjourn the meeting to another place, date or time. In either case, the adjourned meeting may take place without further notice other than by an announcement made at the special meeting, unless the adjournment is for more than 30 days or if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the special meeting. If a quorum is not present at the special meeting, or if a quorum is present at the special meeting but there are insufficient votes at the time of the special meeting to adopt the merger agreement, then the Company may seek to adjourn the special meeting from time to time. In addition, the board may, after consultation with OmniCable, postpone the special meeting upon public announcement made prior to the date previously scheduled for the special meeting for the purpose of soliciting additional proxies or as otherwise permitted under the merger agreement.

Solicitation of Proxies

The Company is soliciting the enclosed proxy form on behalf of the board, and the Company will bear the expenses in connection with the solicitation of proxies. In addition to solicitation by mail, the Company and its directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.

The Company has retained DF King to assist in the solicitation process. The Company will pay DF King a fee of approximately $11,000 plus reimbursement of certain specified out-of-pocket expenses. The Company also has agreed to indemnify DF King against various liabilities and expenses that relate to, or arise out of, its solicitation of proxies (subject to certain exceptions).

The Company will ask banks, brokers, trusts and other nominees to forward the Company’s proxy solicitation materials to the beneficial owners of shares of Company common stock held of record by such banks, brokers, trusts or other nominees. The Company will reimburse these banks, brokers, trusts or other nominees for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Stockholder List

A list of Company stockholders entitled to vote at the special meeting will be available for examination by any Company stockholder at the special meeting on the special meeting website. At least ten days prior to the date of the special meeting, this stockholder list will be available for inspection by Company stockholders at the Company’s executive office, subject to compliance with applicable provisions of Delaware law, in accordance with Delaware law and the Company’s amended and restated by-laws.

Questions and Additional Information

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy form or voting instructions, please call our proxy solicitor, DF King, toll-free at (877) 732-3621 or (212) 269-5550 (banks and brokers).

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

As discussed elsewhere in this proxy statement, Company stockholders will consider and vote on a proposal to adopt the merger agreement. You should carefully read this proxy statement in its entirety for more detailed information concerning the merger agreement and the merger. In particular, you should read in its entirety the merger agreement, which is attached as Annex A to this proxy statement. In addition, see the sections entitled “The Merger,” beginning on page 26, and “The Agreement and Plan of Merger,” beginning on page 49.

The Board unanimously recommends that Company stockholders vote “FOR” the proposal to adopt the merger agreement.

If you return a properly executed proxy form, but do not indicate instructions on your proxy form, your shares of Company common stock represented by such proxy form will be voted “FOR” the proposal to adopt the merger agreement.

The approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote on the proposal.

PROPOSAL 2: NON-BINDING ADVISORY MERGER-RELATED COMPENSATION PROPOSAL

Under Section 14A of the Securities Exchange Act of 1934, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to provide stockholders the opportunity to vote to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger, as disclosed in the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger—Golden Parachute Compensation,” beginning on page 43, including the table entitled “Golden Parachute Compensation” and accompanying footnotes. Accordingly, Company stockholders are being provided with the opportunity to cast a non-binding advisory vote on such payments.

As an advisory vote, this proposal is not binding upon the Company or the board, approval of this proposal is not a condition to completion of the merger, and the merger-related compensation subject to this non-binding advisory vote will not be affected by the outcome of this non-binding advisory vote. However, the Company seeks your support and believes that your support is appropriate because the Company has a comprehensive executive compensation program designed to link the compensation of the Company’s executive officers with the Company’s performance and the interests of Company stockholders. Accordingly, we ask that you vote on the following resolution:

“RESOLVED, that the stockholders of Houston Wire & Cable Company approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the named executive officers of Houston Wire & Cable Company that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger—Interests of Directors and Executive Officers in the Merger—Golden Parachute Compensation,” beginning on page 43 (which disclosure includes the Golden Parachute Compensation Table required pursuant to Item 402(t) of Regulation S-K).”

The Board unanimously recommends that Company stockholders vote “FOR” the non-binding advisory merger-related compensation proposal.

If you return a properly executed proxy form, but do not indicate instructions on your proxy form, your shares of Company common stock represented by such proxy form will be voted “FOR” the non-binding advisory merger-related compensation proposal.

The approval of the non-binding advisory merger-related compensation proposal requires the affirmative vote of a majority of the shares of Company common stock present virtually in person or represented by proxy at the special meeting. The approval of the non-binding advisory merger-related compensation proposal is a vote separate and apart from the vote to approve the proposal to adopt the merger agreement and does not affect whether the proposal to adopt the merger agreement is approved. The vote is advisory only and, therefore, is not binding on the Company or OmniCable or any of their respective subsidiaries, and, if the merger agreement is adopted by Company stockholders and the merger is completed, the compensation subject to this non-binding advisory vote will be payable, subject to the terms of the underlying agreements and plans, to the Company’s named executive officers even if this proposal is not approved.

PROPOSAL 3: AUTHORITY TO ADJOURN THE SPECIAL MEETING

The Company may seek to adjourn the special meeting from time to time to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The board unanimously recommends that stockholders vote “FOR” the proposal to adjourn the special meeting from time to time to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If you return a properly executed proxy form, but do not indicate instructions on your proxy form, your shares of Company common stock represented by such proxy form will be voted “FOR” the proposal to adjourn the special meeting from time to time to a later date or time if necessary or appropriate.

The approval of the proposal to adjourn the special meeting from time to time if necessary or appropriate requires the affirmative vote of a majority of the shares of Company common stock present virtually in person or represented by proxy at the special meeting. In addition, even if a quorum is not present at the special meeting, either the Chairman of the Board or the affirmative vote of a majority of the shares of Company common stock present virtually in person or represented by proxy at the special meeting may adjourn the meeting to another place, date or time.

THE MERGER

Overview

The Company is seeking the adoption by the Company’s stockholders of the Agreement and Plan of Merger by and among OmniCable, Merger Sub and the Company, entered into on March 24, 2021. Under the terms of the merger agreement, subject to the satisfaction or waiver of specified conditions, Merger Sub will be merged with and into the Company, whereupon the separate existence of Merger Sub will cease. The Company will continue as the surviving corporation and will succeed to and assume all the rights and obligations of Merger Sub and the Company in accordance with the Delaware General Corporation Law (the “DGCL”), and will continue in existence as a wholly-owned subsidiary of OmniCable. The Company’s board of directors has unanimously approved the merger agreement and unanimously recommends that Company stockholders vote “FOR” the proposal to adopt the merger agreement.

At the effective time, each share of Company common stock issued and outstanding immediately prior to the effective time, other than (i) shares of Company common stock that are held in the treasury of the Company or owned of record by the Company, OmniCable or any of their respective subsidiaries, and (ii) shares of Company common stock held by stockholders who have not voted in favor of, or consented to the adoption of, the merger agreement and who have properly demanded appraisal of such shares and complied in all respects with all the provisions of the DGCL concerning the right of holders of shares to require appraisal of their shares, will be cancelled and cease to exist and will be automatically converted into the right to receive $5.30 in cash, without interest (the “merger consideration”), subject to any applicable withholding taxes.

The Company common stock is currently registered under the Exchange Act and is listed on the Nasdaq Global Market under the symbol “HWCC.” As a result of the merger, the Company will cease to be a publicly traded company and will be directly wholly-owned by OmniCable. Following the completion of the merger, the Company common stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act, following which the Company will no longer be required to file periodic reports with the SEC with respect to its common stock in accordance with applicable law, rules and regulations. Following the completion of the merger, the Company will cease to be a publicly traded company.

Background of the Merger

The Company’s board of directors and management have regularly reviewed and discussed our business strategy, performance and opportunities in the context of the economic environment, developments in the distribution industry and the competitive landscape. In connection with our evaluation of strategic alternatives, members of management and the board of directors have had, over the years, communications with representatives of other industrial distributors and have updated the board regarding these discussions. In May 2013, we engaged William Blair & Company, L.L.C. (“William Blair”) to assist us with exploring strategic alternatives, and our board formed a special committee of independent directors to consider any potential business transactions that might be identified. In December 2013, Peter M. Gotsch, then a director of the Company, introduced James L. Pokluda III, the Company’s President and CEO, to John M. Tracy, Executive Chairman of Dot Foods Inc., an affiliate of Dot Family Holdings LLC (“DFH”), and arranged for Mr. Pokluda to visit a Dot Foods distribution facility to observe the operations of a highly successful master distribution business. William Blair continued to identify potential domestic and foreign business partners through the summer of 2014, but we did not identify any possible transactions that our board deemed worth pursuing, and the special committee was disbanded.

In July 2019, Omni Cable Corp. announced that it had agreed to be acquired by a subsidiary of Dot Holdings Co, which is owned by DFH. OmniCable, like the Company, is a master distributor of electrical wire and cable. In August 2019, Mr. Gotsch, who had retired from the board in 2014, contacted William H. Sheffield, then Chairman of the Board of the Company, to ask whether Mr. Sheffield would be willing to meet with Mr. Tracy, who also serves as Executive Chairman of DFH, to discuss a possible combination of the Company’s electrical distribution division (the “Electrical Division”) with OmniCable. Mr. Sheffield met with Mr. Tracy on September 9, 2019. At that meeting, Mr. Tracy said he was interested in acquiring the Electrical Division, but was not in a hurry to act, and Mr. Sheffield agreed that the Electrical Division and OmniCable would be a logical combination.

In early November 2019, Mr. Sheffield contacted Mr. Tracy to ask whether DFH, whose portfolio includes a business that distributes fasteners, would be interested in acquiring the Company’s Vertex fastener distribution business (“Vertex”) separately from the Electrical Division. Mr. Tracy said that DFH would not be interested in Vertex, but he said he expected to resume discussions regarding the Electrical Division in the spring of 2020.

The parties had no further contact until July 2020, when, at the Company’s board’s direction, Mr. Sheffield contacted Mr. Tracy to inquire as to DFH’s continued interest and to offer to introduce G. Gary Yetman, who had become HWCC’s Executive Chairman, to Mr. Tracy. On July 31, 2020, Messrs. Sheffield, Tracy and Yetman had a call for Mr. Yetman to meet Mr. Tracy. Mr. Yetman advised Mr. Tracy that the Company was continuing to consider several strategic alternatives and would let Mr. Tracy know if the Company’s board wanted to pursue discussions regarding a possible business combination with OmniCable. Mr. Yetman and Mr. Tracy next spoke on September 18, 2020, when Mr. Yetman advised Mr. Tracy that the board would be interested in discussing a possible combination, and Mr. Tracy said he would consult with his board to gauge their interest in exploring an acquisition of the Electrical Division only. Following the September 18 call, the Company re-engaged William Blair to advise the Company with respect to a possible transaction. On October 2, 2020, William Blair presented to the Company’s board of directors certain valuation materials, including materials illustrating the additional value expected from the Company’s recent investments in pricing tools and software and a study to optimize inventory, customer service and operational efficiency of the Electrical Division.

On October 6, 2020, Mr. Tracy called Mr. Yetman to confirm the DFH board’s support for an acquisition of the Electrical Division, and on October 14, 2020, DFH and the Company entered into a mutual confidentiality agreement. On October 15, 2020, Mr. Tracy and Mr. Yetman had a telephone conversation in which they reviewed materials prepared by William Blair that summarized income statement and balance sheet data for the Electrical Division and certain incremental value opportunities and potential synergies that William Blair had identified. Over the next two weeks, the Company and William Blair responded to requests for additional information from DFH and OmniCable in preparation for an OmniCable board meeting on October 29, 2020.

On October 30, 2020, Mr. Tracy, Mr. Yetman and representatives of William Blair spoke to continue to discuss a possible transaction for the Electrical Division, and Mr. Tracy reported that OmniCable would be willing to explore including Vertex in the transaction. On November 4, 2020, the Company and William Blair shared with OmniCable a presentation entitled “Corporate Overview and Valuation Considerations” that the Company had prepared in connection with a possible sale of Vertex and began responding to OmniCable’s questions regarding Vertex.

Mr. Tracy and Mr. Yetman spoke again on November 13, 2020, and Mr. Tracy confirmed OmniCable’s interest in including Vertex in the transaction. Mr. Yetman noted that, since the Company had determined to sell its Southern Wire and Southwest Wire Rope divisions, the Company would consist of only the Electrical Division and Vertex. Mr. Yetman proposed that the transaction be for the stock of the entire company rather than the assets of two business units, although Mr. Tracy did not then agree to the proposed structure.

On November 20, 2020, OmniCable presented to the Company a non-binding letter of intent proposing that OmniCable purchase the assets of the Electrical Division and Vertex on a cash-free, debt-free basis for $129.6 million, subject to a working capital adjustment and discounts for aged receivables and inventory. The proposal contemplated that the Company would retain all liabilities other than current liabilities included in calculating working capital. The Company and William Blair determined that, after paying retained liabilities, the implied final equity value of the proposal was $72.8 million, or approximately $4.20 per fully diluted share. At a special meeting on December 8, 2020, the Company’s board rejected the valuation in the proposed letter of intent.

On December 11, 2020, the Company sent OmniCable a one-page sheet prepared by William Blair that identified additional valuation considerations not reflected in OmniCable’s valuation of the Company and proposed a price that equated to $5.81 per share, and the Company delivered an updated version of that sheet indicating a valuation of $5.85 per share on December 16, 2020. On December 21, 2020, OmniCable increased its offer to a range implying a price of $4.70 to $4.77 per share, depending on the appraised value of the Company’s headquarters building. The Company’s board rejected that offer at a special meeting held on December 22, 2020, and the parties agreed to suspend discussions through the year-end holidays.

The Company, William Blair and DFH continued their valuation discussions in January 2021. On January 14, 2021, William Blair provided to DFH a valuation analysis based on the Company’s December 31, 2020 balance sheet that identified certain tax benefits and synergies that the Company believed would be available to the combined companies and indicated a price of $5.65 per share. On January 21, 2021, Mr. Tracy called Mr. Yetman to request preliminary financial results for fiscal 2020, which the Company then provided. On January 26, 2021, OmniCable increased its offer to $5.25 per share, assuming 17,340,000 fully diluted shares of HWCC common stock. At a special meeting held on January 26, 2021, the Company’s board authorized the Company to enter into a non-binding letter of intent with OmniCable contemplating a cash merger for $5.25 per share, subject to negotiation of a definitive agreement. On February 2, 2021, the parties executed the letter of intent, which included a 45-day exclusivity period in favor of OmniCable. The letter of intent identified certain provisions that would

be included in a definitive agreement, including specific conditions precedent, a requirement that directors and officers agree to vote their shares for the transaction, and that OmniCable would be entitled to receive a $4 million termination fee if the Company terminated the merger agreement to accept a superior takeover proposal.

Over the next six weeks, DFH and OmniCable continued conducting comprehensive due diligence on the Company. On March 10, 2021, OmniCable and its counsel provided the Company and its counsel with an initial draft merger agreement for the proposed transaction, and the law firms subsequently negotiated the terms and conditions of a definitive agreement. During the period the merger agreement was being negotiated, the Company refined its share count calculation, resulting in only 17,183,287 fully diluted shares of HWCC common stock, fewer than estimated, so that the proposed merger consideration should be $5.30 per share rather than $5.25. On March 17, 2021, the Company engaged Johnson Rice & Company to provide a fairness opinion as to the proposed merger.

At a special meeting on March 24, 2021, the Company’s board of directors met and reviewed with counsel the principal terms of the merger agreement and the voting agreements that each of the Company’s directors and officers would be required to sign. The board received a presentation from Johnson Rice as to their valuation analysis and a draft of Johnson Rice’s fairness opinion. The board also met with representatives of William Blair to review the sale process and history of negotiations. Following this discussion and consideration, the board determined that the merger agreement and the transactions contemplated thereby were advisable and in the best interests of the Company and its stockholders. Later that day, after OmniCable’s board approved the merger agreement, the parties executed the merger agreement and the Company’s directors and officers executed their voting agreements.

Recommendation of the Board

At the special meeting of the board on March 24, 2021, after careful consideration, the board unanimously:

Reasons for Recommending the Adoption of the Merger Agreement

In evaluating the merger agreement and the transactions contemplated thereby, the board consulted with the Company’s senior management team and outside legal and financial advisors and, in determining that the proposed merger and other transactions contemplated by the merger agreement are advisable and in the best interests of the Company and its stockholders, considered and evaluated numerous factors over the course of approximately 10 meetings of the board beginning in October 2020, including the following material factors, each of which the board believes supports its unanimous determinations:

In the course of its deliberations, the board also considered certain risks and other potentially negative factors concerning the transactions contemplated by the merger agreement, including:

The board concluded that the potentially negative reasons associated with the proposed merger were outweighed by the potential benefits that it expected Company stockholders would receive as a result of the proposed merger, including the belief that the proposed merger would maximize the value received by Company stockholders and eliminate the risks and uncertainties affecting the future prospects of the Company as a stand-alone company.

The foregoing discussion of the information and factors considered by the board is not intended to be exhaustive but includes the material factors considered by the board. In view of the wide variety of factors considered in connection with its evaluation of the proposed merger and the complexity of this matter, the board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The board did not undertake to make any specific determination as to whether, or to what extent, any factor or any particular aspect of any factor, supported or did not

support its ultimate determination. The board based its recommendation on its consideration of the totality of the information presented to it, including the factors described above.

Financial Projections Prepared by the Company’s Management

The Company does not, as a matter of course, make public projections as to future performance or earnings due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In the normal course of its business, the Company’s management regularly prepares, and the board approves, a budget for the upcoming fiscal year, but the Company does not publicly disclose its anticipated financial position or expected financial results.

In connection with negotiation of the merger consideration and the terms of the proposed merger, the Company provided to OmniCable the Company’s budget for fiscal 2021, which had been prepared as the basis for the Company’s incentive compensation programs for 2021. In connection with Johnson Rice’s financial analysis, the Company’s management prepared financial forecasts for fiscal years 2021 through 2025, reflecting management’s best estimate of future performance (the “medium case”), as well as a “low case” reflecting performance approximately 5% below the medium case, and a “high case” reflecting performance at a level consistent with the 2021 budget (such forecasts are collectively referred to in this proxy statement as the “Company Projections”). The Company Projections were prepared assuming the Company’s continued operation on a stand-alone basis.

None of the Company Projections was intended for public disclosure. A summary of the Company Projections is included in this proxy statement only because the Company Projections were made available to the board and Johnson Rice, and a portion of the Company Projections was made available to OmniCable. The inclusion of the Company Projections in this proxy statement does not constitute an admission or representation by the Company or any other person that the Company Projections or the information contained therein is material.

The Company Projections are unaudited and were not prepared with a view toward public disclosure or compliance with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or generally accepted accounting principles as applied in the U.S. (or “GAAP”) or the published guidelines of the SEC regarding projections and the use of non-GAAP financial measures. Neither the Company’s independent registered public accounting firm nor any other independent accountant has compiled, examined or performed any procedures with respect to the Company Projections or expressed any opinion or any other form of assurance on the Company Projections or their achievability. The Company’s independent registered public accounting firm assumes no responsibility for, and disclaims any association with, the Company Projections.

In the view of the Company’s management, the Company Projections were prepared on a reasonable basis reflecting management’s best available estimates and judgments regarding the Company’s future financial performance at the time of their preparation. The Company Projections are not facts and should not be relied upon as necessarily predictive of actual future results. You are cautioned not to place undue reliance upon the Company Projections. Some or all of the assumptions that have been made in connection with the preparation of the Company Projections may have changed since the date the Company Projections were prepared. None of the Company, its financial advisors, OmniCable or any other person makes any representation to any Company stockholder regarding the validity, reasonableness, accuracy or completeness of the Company Projections or the ultimate performance of the Company relative to the Company Projections. Except as required by applicable law, the Company does not intend to, and disclaims any obligation to, update, correct or otherwise revise the Company Projections if any or all of them have changed or change or otherwise have become, are or become inappropriate (even in the short term). These considerations should be taken into account if evaluating the Company Projections, which were prepared as of an earlier date.

The Company Projections do not reflect changes in general business or economic conditions since the time they were prepared, changes in the Company’s business or prospects or any other transactions or events that have occurred or that may occur and that were not anticipated at the time the Company Projections were prepared, and the Company Projections are not necessarily indicative of current values or predictive of future performance, which may be significantly more favorable or less favorable than as set forth therein, and should not be regarded as a representation that the financial forecasts, projected results or other estimates and assumptions therein will be achieved.

Because the Company Projections reflect subjective judgment in many respects, they are susceptible to multiple interpretations and frequent revisions based on actual experience and business developments. The Company Projections also cover multiple fiscal years, and such information by its nature becomes less predictive with each succeeding fiscal year. The Company

Projections constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties that could cause the actual results to differ materially from the projected results, including, without limitation, the factors described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 25, 2021, and in the Company’s other public filings with the SEC. For additional information on factors that may cause the Company’s future financial results to materially vary from the projected results summarized below, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” Accordingly, there can be no assurance that the projected results summarized below will be realized or that actual results will not differ materially from the projected results summarized below, and the Company Projections cannot be considered a guarantee of future operating results and should not be relied upon as such. No representation is made by the Company or any of its affiliates, advisors or other representatives or any other person to any Company stockholder or any other person regarding the actual performance of the Company compared to the results included in the Company Projections or otherwise.

The Company Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company contained in the Company’s public filings with the SEC. For a more detailed description of the information available, see the section entitled “Where You Can Find More Information,” on page 74. The Company Projections do not take into account any circumstances or events occurring after the date they were prepared, including the effect of the merger and related matters. Further, the Company Projections do not take into account the effect of any failure of the merger to be consummated and should not be viewed in any manner in that context.

The Company Projections reflect various estimates, assumptions and methodologies of the Company, all of which are difficult to predict and many of which are beyond the Company’s control, including, among others, assumptions with respect to industry performance, general business, economic, regulatory, litigation, market and financial conditions, commodity metals prices, the expected benefits of the Company’s recent investments in pricing analytics and optimization of its inventory profile and location and other matters specific to the Company’s businesses.

In addition, the EBITDA and EBITDA margin amounts included in the table below are non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from or as a substitute for financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled financial measures used by other companies. Furthermore, the non-GAAP metrics are not reconciled to GAAP metrics.

The following tables present selected elements of the Company Projections.

Opinion of the Company’s Financial Advisor

Opinion

The Company retained Johnson Rice to act as the financial advisor to the Company’s board of directors in connection with the proposed merger. Johnson Rice is an internationally recognized investment banking firm that specializes in the energy, infrastructure and industrial sectors and is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, initial public offerings, secondary distributions of listed and unlisted securities and private placements. HWCC selected Johnson Rice to act as financial advisor to the Company’s board of directors in connection with the merger based on Johnson Rice’s qualifications, expertise and reputation, its involvement in recent transactions involving HWCC, and its knowledge of the business and affairs of the Company.

On March 24, 2021, Johnson Rice delivered to the Company’s board of directors a written opinion to the effect that, based on and subject to various assumptions and limitations described in its opinion, as of March 24, 2021, the $5.30 per share of Company common stock in cash to be received by the stockholders of the Company as set forth in the merger agreement (other than for dissenting shares, treasury shares, and shares of Company common stock owned by HWCC, OmniCable and their respective subsidiaries) is fair, from a financial point of view, to such holders.

The full text of Johnson Rice’s written opinion to the Company’s board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B hereto and is incorporated by reference herein in its entirety. The following summary of Johnson Rice’s opinion is qualified in its entirety by reference to the full text of the opinion. Johnson Rice delivered its opinion to the Company’s board of directors for the benefit and use of the Company’s board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the consideration to be received by the stockholders of the Company in the merger from a financial point of view. Johnson Rice’s opinion does not address any other aspect of the merger and does not constitute a recommendation to any stockholder of the Company as to how any such stockholder should vote or act in connection with the proposed merger.

In connection with rendering its opinion, Johnson Rice:

In arriving at its opinion, Johnson Rice did not independently verify (and did not assume any responsibility or liability for independently verifying) any of the foregoing information and relied on such information being complete and accurate in all material respects. With respect to the financial forecasts, the Company’s management informed Johnson Rice, and Johnson Rice assumed, that such financial forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company’s management as to the future financial performance of the Company. Johnson Rice also assumed that the execution versions of the transaction documents, including the merger agreement, would be substantially the same as the drafts of such documents that Johnson Rice reviewed and that the merger would be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions. Johnson Rice also assumed that the representations and warranties made by the Company and OmniCable in the transaction documents, including the merger agreement, were and will be true and correct in all respects material to its analysis. Johnson Rice also assumed that in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the merger agreement, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the receipt of the merger consideration by the stockholders of the Company. Johnson Rice is not a legal, tax or regulatory advisor and has relied upon, without independent verification, the assessment of the Company and its legal, tax and regulatory advisors with respect to such matters. Johnson Rice did not perform any tax analysis, nor was Johnson Rice furnished with any such analysis. Johnson Rice did not conduct, and was not provided with, any valuation or appraisal of any assets or liabilities, nor did it evaluate the solvency of the Company or OmniCable under any state or federal laws relating to bankruptcy, insolvency or similar matters.

In conducting its analysis and arriving at its opinion, Johnson Rice considered such financial and other factors as Johnson Rice deemed appropriate under the circumstances, including, among others, the following: (i) the historical and current financial position and results of operations of the Company; (ii) the business prospects of the Company; (iii) the historical and current market for the Company common stock and for the equity securities of certain other companies believed to be comparable to the Company; and (iv) the nature and terms of certain other acquisition transactions that Johnson Rice believes to be relevant, including premiums paid, if any, in such other acquisition transactions. Johnson Rice also took into account its assessment of general economic, market and financial conditions and its experience in connection with similar transactions and securities’ valuation generally. Johnson Rice’s opinion necessarily is based upon conditions as they existed and could be evaluated on, and on the information made available at, March 24, 2021. Events occurring after such date may affect Johnson Rice’s opinion and the assumptions used in preparing it, and Johnson Rice does not assume any obligation to update, revise or reaffirm its opinion.

Johnson Rice’s opinion is for the information of the Company’s board of directors only. Johnson Rice’s opinion does not address the Company’s underlying business decision to pursue the merger or the relative merits of the merger as compared to any alternative business strategies or transactions that might exist for the Company. Johnson Rice’s opinion does not constitute a recommendation as to how any holder of Company common stock should vote on the merger or any matter relating thereto. In addition, Johnson Rice was not asked to address, and its opinion did not address, the fairness to, or any other consideration

of, the holders of any class of securities, creditors or other constituencies of the Company, other than holders of the Company common stock (other than dissenting shares, treasury shares, and shares of HWCC owned by HWCC, OmniCable and their respective subsidiaries). Johnson Rice expressed no opinion as to the price at which the Company common stock will trade at any time. Johnson Rice did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable or to be received by any of the Company’s officers, directors or employees, or any class of such persons, in connection with the merger relative to the consideration to be received by holders of the Company common stock. Johnson Rice’s opinion was authorized by the Fairness Committee of Johnson Rice.

The following represents a brief summary of the material financial analyses presented by Johnson Rice to the Company’s board of directors in connection with Johnson Rice’s opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Johnson Rice. The order of analyses described does not represent the relative importance or weight given to those analyses by Johnson Rice. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Johnson Rice’s financial analyses. Considering the summary data and tables alone without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Johnson Rice. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 24, 2021 and is not necessarily indicative of current market conditions.

Company Financial Analysis. Johnson Rice reviewed the Company’s historical financial performance including the Company’s historical balance sheets, historical free cash flow results, and historical revenue, EBITDA, diluted cash flow per share and diluted earnings per share. Johnson Rice also used and relied upon certain financial forecasts prepared on a stand-alone basis by the Company’s management, and approved for Johnson Rice’s use by the Company, which are referred to as the Low Case, Medium Case and High Case. Johnson Rice noted HWCC’s actual historic earnings before interest, taxes, depreciation and amortization, commonly referred to as EBITDA, for the period 2016-2020 averaged $6.5 million, versus the forecasts of average EBITDA for the period 2021-2025 of $7.8 million for the Low Case, $10.9 million for the Medium Case and $14.0 million for the High Case.

Selected Public Company Analysis. Johnson Rice reviewed certain financial information of HWCC and compared it to corresponding financial information of certain publicly traded companies that Johnson Rice selected, based on its experience and professional judgment (which are referred to as the “selected HWCC companies” in this summary of Johnson Rice’s opinion). Although none of the selected HWCC companies is directly comparable to HWCC, the companies listed below were chosen by Johnson Rice because, among other reasons, they are publicly traded companies with certain operational, business and/or financial characteristics that, for purposes of Johnson Rice’s analysis, may be considered similar to those of HWCC. However, because none of the selected HWCC companies is directly comparable to HWCC, Johnson Rice believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Johnson Rice also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of HWCC and the selected HWCC companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources as of March 24, 2021, Johnson Rice calculated, for each selected HWCC company, such company’s enterprise value (calculated as the public equity value plus the book value of debt and certain liabilities less cash and cash equivalents, as a multiple of Wall Street research analyst consensus estimated EBITDA) for calendar year 2021 and 2022. Such multiple is referred to, with respect to the selected HWCC companies, as the “2021 and 2022 EV/ EBITDA Multiple.”

For comparison to HWCC, Johnson Rice calculated the Company’s enterprise value (calculated as the public equity value of HWCC for “HWCC – Current”, and calculated using the $5.30 per share as set forth in the merger agreement times the fully diluted shares outstanding as the equity value for “HWCC - $5.30 Offer”) plus the book value of debt and certain liabilities less cash and cash equivalents) as a multiple of the Medium Case forecast provided by management.

The below table summarizes the Selected Public Company Analysis:

Selected Transactions Analysis. Johnson Rice analyzed certain information relating to seven selected industrial supply and distribution businesses occurring since 2018. Three of the seven businesses involved wire and cable focused businesses and four of the seven were businesses involved in the broader industrial supply and distribution businesses. For each of the selected transactions, as well as for the transaction contemplated by the merger agreement, Johnson Rice calculated and compared the ratio of the transaction value to the projected forward annual EBITDA and last twelve months EBITDA at the time of the transaction.

For comparison to HWCC, Johnson Rice calculated the Company’s enterprise value (calculated as the public equity value for HWCC for “HWCC – Current”, and calculated using the $5.30 per share as set forth in the merger agreement times the fully diluted shares outstanding as the equity value for “HWCC - $5.30 Offer”) plus the book value of debt and certain liabilities less cash and cash equivalents) as a multiple of HWCC’s 2020 estimated EBITDA based on the draft 10-K for the year ended December 31, 2020 for “LTM EBITDA”, and using HWCC’s Medium Case forecast for 2021 “Forward EBITDA.”

The following table summarizes this analysis:

Discounted Cash Flow Analysis. Johnson Rice performed a discounted cash flow analysis of HWCC based on its management’s projections and the calculations of risk adjusted, after-tax unlevered free cash flows. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, Johnson Rice calculated an implied per share equity range for the shares of Company common stock by discounting to present value as of December 31, 2020 using discount rates ranging from 7.5% to 10.3% (reflecting Johnson Rice’s analysis of the Company’s weighted average cost of capital, which was calculated using the Capital Asset Pricing Model and based on considerations that Johnson Rice deemed relevant in its professional judgment and experience, taking into account certain metrics including, but not limited to, beta, risk-free rate and market risk premium), the forecasted unlevered free cash flows of HWCC based on HWCC’s projections during the period beginning the first quarter of 2021 and ending in December 2025. The implied terminal value of HWCC at the end of the forecast period was estimated by using the terminal multiple method and used a terminal multiple range of 7.6x to 9.6x on projected 2025 EBITDA or the final projection year. That terminal value was then discounted back from fiscal year 2025.

This analysis resulted in implied per share values ranging from $2.07 – $3.39 in the “Low Case” scenario, $3.36 – $5.13 in the “Medium Case” scenario, and $4.72 – $6.98 in the “High Case” scenario.

Historical Trading Range Analysis. Johnson Rice reviewed the $5.30 price reflected in the merger agreement versus the historical average trading range of the Company common stock as of March 17, 2021 for the previous six-month period of $3.11, for the previous one-year period of $2.78, for the previous three-year period of $4.86 and for the previous five-year period of $5.40.

Transaction Premium Analysis. Johnson Rice also analyzed the financial consideration to be received by the stockholders of the Company as set forth in the merger agreement in relation to the historical market closing prices and average prices of the Company common stock and the historical average market closing prices of the shares over different time periods.

This analysis indicated that the price per share of Company common stock to be paid to stockholders of the Company pursuant to the merger agreement represented:

Relative Trading Analysis—Return on $100 Invested. Johnson Rice also analyzed historical relative trading performance of the Company common stock using the current value of $100 invested since March 1, 2020 compared to the S&P 600, S&P 500, S&P 600 Industrials, S&P 600 Trading Companies & Distributors and a composite of the industrial distribution and wholesaler industry peer group. The comparable company averages consisted of Veritiv Corp.; WESCO International; Watsco, Inc.; Arrow Electronics; Applied Industrial Technologies; Rexel SA; LKQ Corporation; Reliance Steel & Aluminum; MSC Industrial Direct; W.W. Grainger Inc.; Lawson Products; Fastenal Company; Genuine Parts Company; DXP Enterprises; and MRC Global. The following table summarizes this analysis based on prices as of March 17, 2021:

Johnson Rice also analyzed 561 public-to-public deals announced since January 1, 2010 that had transaction values between $100 and $500 million and compared the transaction premium of the HWCC $5.30 per share as set forth in the merger agreement versus the premiums/discounts paid on the 561 transactions.

The below table compares the HWCC transaction premiums at 10, 30, 60, and 90 days prior to transaction announcement and compares those premiums to the average transaction premiums / discounts from 561 transactions broken into percentiles:

Other Analysis. Johnson Rice also analyzed market information that addressed various factors that affect the Company’s business. The analysis included a review of the Company’s direct competitors and recent acquisitions in the sector that impact the Company’s ability to sustain revenue levels and profitability. Johnson Rice’s analysis also included credit profiles and EBITDA margins of companies in the industrial distribution and wholesaler markets. Johnson Rice relied upon information from various sources, including, but not limited to: FactSet, Bloomberg, public SEC filings, conference call transcripts, press releases and corporate presentations of industrial distribution and wholesaler companies.

Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by Johnson Rice to the Company’s board of directors in connection with its opinion and is not a comprehensive description of all analyses undertaken by Johnson Rice in connection with its opinion. The presentation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial analysis should not rely on partial analysis or summary description. Johnson Rice believes that its analyses summarized above must be considered as a whole. Johnson Rice further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Johnson Rice’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, Johnson Rice considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. The estimates of the future performance of the Company in or underlying Johnson Rice’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Johnson Rice’s analyses. These analyses were prepared solely as part of Johnson Rice’s analysis of the fairness, from a financial point of view, of the merger consideration and were provided to the Company’s board of directors in connection with the delivery of Johnson Rice’s opinion. The analyses

do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be Johnson Rice’s view of the actual values of the Company.

The type and amount of consideration payable in the merger were determined through negotiations between the Company and OmniCable and were approved by the Company’s board of directors. The decision to enter into the merger agreement was solely that of the Company’s board of directors. As described above, Johnson Rice’s opinion and analyses were only one of many factors considered by the Company’s board of directors in its evaluation of the merger and should not be viewed as determinative of the views of the Company’s board of directors or management with respect to the merger or the consideration.

Pursuant to an engagement letter dated March 17, 2021, the Company retained Johnson Rice as its fairness opinion provider in connection with, among other things, the proposed transaction. Under the terms of the engagement letter, the Company became obligated to pay Johnson Rice a fee in the amount of $400,000 upon delivery of Johnson Rice’s fairness opinion, which is attached as Annex B hereto. Johnson Rice’s fee was payable whether the fairness opinion was favorable or not and is not in any way contingent upon the consummation of the transaction. The Company has agreed to indemnify Johnson Rice for certain liabilities that may arise out of its engagement and to reimburse it for its expenses arising out of or relating to its engagement. In the past, Johnson Rice has provided investment banking and financial advisory services to the Company, for which it received compensation. Within the past two years, Johnson Rice has acted as an advisor to the Company. In the past, Johnson Rice has not provided investment banking or financial advisory services to OmniCable or DFH. Johnson Rice may in the future provide financial advice and services, to the Company, OmniCable and their respective affiliates, for which it would expect to receive compensation.

In the ordinary course of Johnson Rice’s business, Johnson Rice actively trades debt and equity securities for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in securities of the Company.

Interests of Directors and Executive Officers in the Merger

Members of the board and the Company’s executive officers have various interests in the merger described in this section that may be in addition to, or different from, the interests of the Company stockholders generally. You should keep this in mind when considering the recommendation of the Board “FOR” the adoption of the merger agreement. The members of the board were aware of these interests and considered them at the time they approved the merger agreement and in making their recommendation that Company stockholders adopt the merger agreement. These interests are described below.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions, as well as those described in the footnotes to the table in the section entitled “Golden Parachute Compensation” below were used:

Treatment of Outstanding Equity Awards

The merger agreement provides that, with respect to all stock options and restricted stock, restricted stock unit and performance stock unit awards under the Company’s equity plans, and all stock units outstanding under the Company’s Nonemployee Director Deferred Compensation Plan, and held by the Company’s executive officers and directors, as a result of the merger:

Treatment of Outstanding Equity Awards—Summary Tables

Non-Employee Directors. All outstanding restricted stock unit awards held by non-employee directors are vested and, under the terms of the applicable award agreements, each holder thereof is entitled to receive a number of shares of Company common stock equal to the number of restricted stock units within 30 days after such non-employee director’s termination of service on the board. All outstanding deferred stock units held by non-employee directors electing to participate in the Nonemployee Directors’ Deferred Compensation Plan also are vested and, under the terms of such plan, each holder thereof is entitled to receive a number of shares of Company common stock equal to the number of deferred stock units at the time designated in such non-employee director’s election or, if no time was designated, the January 31 following such director’s termination of service on the board. The following table sets forth the outstanding restricted stock unit awards and deferred stock units held by each of the Company’s non-employee directors as of the assumed effective time and the estimated value of such awards.

Non-Employee Director Equity Summary Table

Executive Officers. All stock options held by the each of the Company’s executive officers are fully vested; however, the exercise price of all outstanding stock options is in excess of the amount of the merger consideration, so all such stock options are without value. Under the terms of the merger agreement, at the effective time the following number of outstanding stock options held by each of the executive officers will be cancelled without payment: Mr. Pokluda - 72,910 and Mr. Davis – 5,000. Mr. Zurovchak does not hold any outstanding stock options. 

The following table sets forth the unvested restricted stock, restricted stock unit and performance stock unit awards held by each executive officer as of the assumed effective time and the estimated value of such awards.

Executive Officer Unvested Restricted Stock, Restricted Stock Unit and
Performance Stock Unit Awards Summary Table

Change in Control Severance Benefits for Executive Officers

The Company previously entered into employment agreements with Mr. Pokluda and Mr. Davis specifying certain compensation and benefits payable to such named executive officer (i) in the event of a qualifying termination of employment with respect to Mr. Pokluda, and (ii) in the event of a qualifying termination of employment within two years following a change in control with respect to Mr. Davis.

Mr. Pokluda’s employment agreement provides that if within two years following a change in control (as defined in the 2017 Stock Plan), his employment is terminated by the Company without cause (other than for disability) or he terminates his employment for good reason, he will become entitled to (subject to the execution and non-revocation of a general release of claims in favor of the Company): (i) a lump sum cash payment within 10 days after termination equal to the sum of (A) two times his then current base salary plus (B) two times the amount of his incentive bonus for the most recently completed fiscal year and (ii) continued participation in the Company’s health plan for 36 months (provided that COBRA is elected) with the premiums for the first 18 months paid by Mr. Pokluda at active employee rates and premiums for the remainder of the period paid in full by Mr. Pokluda (health coverage ends earlier upon entitlement to other health benefits). The employment agreement also provides that if any excise tax under Section 280G of the Internal Revenue Code (the “Code”) would be triggered by the benefits paid to Mr. Pokluda, and the net after-tax value of the benefits is less than the net after-tax value of the benefits reduced so that no excise tax is payable, then the benefits will be reduced accordingly. Mr. Pokluda’s employment agreement also provides for full vesting of all then unvested equity awards, which will occur in any event in connection with the merger. See the section entitled “The Agreement and Plan of Merger—Treatment of Outstanding Equity Awards and Deferred Compensation” beginning on page 50 for further detail.

Mr. Davis’s employment agreement provides that if within two years following a change in control his employment is terminated by the Company (or its successor) for any reason other than cause or he terminates his employment for good reason, he is entitled to a lump sum cash payment within 10 days after termination equal to the sum of (i) one year of his then current base salary, plus (ii) the amount of his annual bonus for the most recently completed fiscal year.

Pursuant to Mr. Pokluda’s employment agreement and Mr. Davis’s separate non-compete agreement, each executive officer is subject to restrictive covenants related to the non-competition and non-solicitation of our employees and customers, as well as confidentiality covenants and, in the case of Mr. Pokluda, non-disparagement of the Company or any of its officers, directors, employees or agents. The term of the non-compete, non-solicitation and non-disparagement covenants is one year following a termination of employment (two years for Mr. Pokluda if he is receiving severance benefits due to a qualifying termination prior to a change in control), and the term of Mr. Pokluda’s confidentiality covenant is two years following termination of

employment (indefinitely for trade secrets); Mr. Davis’s confidentiality covenant has no stated term. An executive officer’s breach of any of the above described restrictive covenants entitles the Company to injunctive relief, in addition to any other remedies to which the Company may be entitled.

“Cause” is generally defined in the employment agreements as: (i) a material neglect by the executive of his assigned duties (other than by reason of disability), which continues for 30 days following receipt of written notice from the board; (ii) the commission by the executive of any act of fraud or embezzlement against the Company or any of its affiliates or the commission of any felony or act involving dishonesty; (iii) a material breach by the executive of the confidentiality provisions, non-disclosure restrictions and non-compete/non-solicitation restrictions to which the executive is subject (and, for Mr. Davis, any breach of the Company’s Statement of Business Practice or written policy); (iv) the executive’s commencement of employment with another company while he is an employee of the Company without the prior consent of the board; or (v) solely with respect to Mr. Pokluda’s employment agreement, the commission by the executive of any act of moral turpitude which actually causes financial harm to the Company or any of its affiliates.

“Good reason,” as defined in the employment agreements, generally means voluntary termination of the employment agreement by the executive, if, without his prior consent: (i) the Company relocates its principal executive offices to a location outside the Houston, Texas metropolitan area; (ii) there is a material reduction by the Company in the executive’s responsibilities, duties, authority, title or reporting relationship; or (iii) the Company materially reduces the executive’s base salary or cash bonus opportunity (instead of material reduction in cash bonus opportunity, the definition of good reason in Mr. Pokluda’s agreement also includes an action that adversely affects Mr. Pokluda’s participation in, or materially reduces his benefit under, any benefit plan of the Company in which he is participating); provided that an executive may not terminate employment for good reason unless (x) the executive has given the Company at least 30 days’ prior written notice that he has a basis for a termination for good reason, which notice shall specify the facts and circumstances constituting good reason, and (y) the Company has not remedied such facts and circumstances constituting good reason within such 30-day period. See the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger —Golden Parachute Compensation” below for an estimate of the amounts that would become payable to Mr. Pokluda and Mr. Davis under their respective employment agreements.

Golden Parachute Compensation

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of compensation that each named executive officer could receive that is based on or otherwise relates to the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use that term to describe the merger-related compensation payable to the Company’s named executive officers. For additional details regarding the terms of the payments and benefits described below, see the discussion above. This merger-related compensation is subject to a non-binding advisory vote of the Company stockholders, as set forth in Proposal 2 to this proxy statement. See the section entitled “Proposal 2: Non-Binding Advisory Merger-Related Compensation Proposal” on page 24.

The amounts set forth below are estimates of amounts that would be payable to the named executive officers using the assumptions described above under the section entitled “—Certain Assumptions.” These estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement. Some of the assumptions are based on information not currently available, and as a result the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below. All dollar amounts set forth below have been rounded to the nearest whole number.

Director and Officer Indemnification and Insurance Information

Pursuant to the merger agreement, the surviving corporation will assume all rights to indemnification, advancement of expenses and exculpation currently existing in favor of each of the Company’s current or former directors and officers as provided in the Company’s certificate of incorporation and by-laws, and in any indemnification agreements, in effect as of the date of the merger agreement. Further, for a period of six years after the effective time, OmniCable will cause the surviving corporation to maintain in effect rights to exculpation, indemnification and advancement of expenses equivalent to the provision of the Company’s current certificate of incorporation and by-laws.

Prior to the effective time, the Company shall (and, if the Company fails to do so, OmniCable will cause the surviving corporation to) obtain and fully pay the premium for a non-cancelable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six years from and after the effective time for events occurring prior to the effective time.

If the Company or the surviving corporation for any reason fails to obtain such “tail” insurance policies as of the effective time, the surviving corporation shall maintain in effect, for a period of at least six years from and after the effective time of the merger, the directors’ and officers’ insurance in place as of the date of the merger agreement with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies; provided that in no event shall the surviving corporation be required to expend for such policies pursuant to this sentence an annual premium amount in excess of $250,000.

For additional information, see the section entitled “The Agreement and Plan of Merger—Director and Officer Indemnification and Insurance,” beginning on page 60.

Stay Bonus Arrangement for Mr. Zurovchak

At OmniCable’s request, the Company has entered into a retention agreement with Mr. Zurovchak under which he will be entitled to receive a cash bonus of $125,000 from the surviving corporation if he remains employed by the surviving corporation for a period of one year after the effective time.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of material U.S. federal income tax consequences of the merger to beneficial owners of Company common stock who receive cash for their shares of Company common stock in the merger. This summary is general in nature and does not discuss all aspects of U.S. federal income taxation that might be relevant to a beneficial owner of shares in light of such beneficial owner’s particular circumstances. In addition, this summary does not describe any tax consequences arising under the laws of any state, local or foreign jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation. This summary only addresses shares of Company common stock held as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address the U.S. federal income tax consequences to holders of shares who demand appraisal rights under Section 262 of the DGCL. This summary does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. This summary also does not address tax considerations applicable to any holder of shares that may be subject to special treatment under the U.S. federal income tax laws, including, without limitation:

This summary is based on the Code, the Treasury regulations promulgated under the Code and rulings and judicial decisions, all as in effect as of the date of this proxy statement, and all of which are subject to change or differing interpretations at any time, with possible retroactive effect. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of the shares. We have not sought, and do not intend to seek, any ruling from the U.S. Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS INTENDED ONLY AS A GENERAL SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO A HOLDER OF SHARES OF COMPANY COMMON STOCK. WE URGE BENEFICIAL OWNERS OF SHARES TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR FOREIGN TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY, INCLUDING POSSIBLE CHANGES IN SUCH LAWS OR TREATIES.

For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of shares of Company common stock that is, for U.S. federal income tax purposes:

We use the term “non-U.S. holder” to mean a beneficial owner of Company common stock (other than a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. holder.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) beneficially owns shares of Company common stock, the tax treatment of the partnership and its partners generally will depend on the status of the partners and the activities of the partnership. A partner in a partnership holding shares of Company common stock should consult such partner’s tax advisor.

U.S. Holders

General. A U.S. holder’s receipt of cash in exchange for shares of Company common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, and a U.S. holder who receives cash in exchange for shares of Company common stock in the merger will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares. A U.S. holder’s adjusted tax basis in a share generally will be equal to the amount the U.S. holder paid for the share. Generally, gain or loss will be determined separately for each block of

shares of Company common stock (that is, shares acquired at the same cost in a single transaction). Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder’s holding period for the shares is more than one year at the effective time. Long-term capital gain recognized by individuals and other non-corporate persons that are U.S. holders generally is subject to tax at a reduced rate of U.S. federal income tax. There are limitations on the deductibility of capital losses.

Information Reporting and Backup Withholding. A U.S. holder may be subject to information reporting. In addition, all payments to which a U.S. holder would be entitled pursuant to the merger will be subject to backup withholding at the statutory rate unless such holder (i) is a corporation or other exempt recipient (and, when required, demonstrates this fact), or (ii) provides a taxpayer identification number (“TIN”) and certifies, under penalty of perjury, that the U.S. holder is not subject to backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. A U.S. holder that does not otherwise establish exemption should complete, sign and deliver to the appropriate person an IRS Form W-9, Request for Taxpayer Identification Number and Certification, in order to provide the information and certification necessary to avoid backup withholding and possible penalties. If a U.S. holder does not provide a correct TIN, such U.S. holder may be subject to backup withholding and penalties imposed by the IRS.

Any amount paid as backup withholding does not constitute an additional tax and will be creditable against a U.S. holder’s U.S. federal income tax liability, provided the required information is given to the IRS in a timely manner. If backup withholding results in an overpayment of tax, a U.S. holder may obtain a refund by filing a U.S. federal income tax return in a timely manner. U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

Non-U.S. Holders

General. A non-U.S. holder’s receipt of cash for shares of Company common stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

 Gain described in the first bullet point above generally will be subject to tax at a flat rate of 30% (or such lower rate as may be specified under an applicable income tax treaty), net of applicable U.S.-source losses from sales or exchanges of other capital assets recognized by such non-U.S. holder during the taxable year even though the individual is not considered a resident of the United States, provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. Unless a tax treaty provides otherwise, gain described in the second bullet point above will be subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a U.S. holder. A non-U.S. holder that is a foreign corporation also may be subject to a 30% branch profits tax (or applicable lower treaty rate). Non-U.S. holders are urged to consult their tax advisors as to any applicable tax treaties that might provide for different rules.

With respect to the third bullet point above, the determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our other trade or business assets and our United States and foreign real property interests. We believe that we have not been a USRPHC for U.S. federal income tax purposes at any time during the five-year period ending on the date of the merger.

Information Reporting and Backup Withholding. Information reporting and backup withholding will generally apply to payments made pursuant to the merger to a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Dispositions effected through a non-U.S. office of a U.S. broker or a non-U.S. broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. A non-U.S. holder must generally submit a duly completed and signed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals), or W-8BEN-E, Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities) (or other applicable IRS Form W-8), attesting to its exempt foreign status in order to qualify as an exempt recipient. Any amount paid as backup withholding does not constitute an additional tax and will be creditable against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is given to the IRS in a timely manner. If backup withholding results in an overpayment of tax, a non-U.S. holder may obtain a refund by filing a U.S. federal income tax return in a timely manner. Non-U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption. Copies of information returns that are filed with the IRS may also be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS OF SHARES OF COMPANY COMMON STOCK. HOLDERS OF SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, FOREIGN, LOCAL OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Litigation Relating to the Merger

Following the filing of the preliminary proxy statement, four separate lawsuits were filed related to the proxy statement. The first suit, styled Stein v. Houston Wire & Cable Company, et al., No. 1:21-cv-00571-UNA, and the second suit, styled Perkey v. Houston Wire & Cable Company, et al., No. 1:21-cv-00589-UNA, were filed in the United States District Court for the District of Delaware. The third suit, styled Friedman v. Houston Wire & Cable Company, et al., No. 1:21-cv-02405, was filed in the United States District Court for the Eastern District of New York. The fourth suit, styled Davenport v. Houston Wire & Cable Company, et al., No. 1:21-cv-04127, was filed in the United States District Court for the Southern District of New York. All four lawsuits assert claims against the Company and the Company’s directors on behalf of individual plaintiffs. All four lawsuits assert a cause of action against the Company and the directors under Section 14(a) of the Exchange Act and its implementing regulations and a “control person” claim against the directors under Section 20(a) of the Exchange Act based on the alleged Section 14(a) violations, and one of the lawsuits includes a claim against the directors for breach of their fiduciary duty of candor/disclosure. Each lawsuit alleges that the proxy statement omits material information on certain topics, including reconciliation of non-GAAP financial metrics, data used by the Company to make financial projections, input data for Johnson Rice’s analysis, Johnson Rice’s past services provided to the Company and, in certain of the lawsuits, the terms of William Blair’s engagement and the expected executive structure of the post-merger company, and each case seeks to enjoin the defendants from proceeding with the proposed merger, rescind the merger or award damages if the merger is consummated, and award plaintiff costs and attorney’s fees. Certain of the lawsuits also seek judgment directing the individual defendants to disseminate a proxy statement that complies with Section 14(a) and Rule 14a-9 promulgated thereunder and declaring that defendants violated Sections 14(a) and/or 20(a) and Rule 14a-9. The Company believes the allegations in these actions are without merit.

THE AGREEMENT AND PLAN OF MERGER

Explanatory Note Regarding the Merger Agreement

The summary of the material provisions of the merger agreement set forth below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated by reference in this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully in its entirety.

The merger agreement is described in this proxy statement and included as Annex A only to provide you with information regarding its terms and conditions and is not intended to be a source of factual, business or operational information about the Company, OmniCable or Merger Sub. Such information can be found elsewhere in this proxy statement or, in the case of the Company, in the public filings that the Company makes with the SEC, which are available without charge through the SEC’s website at www.sec.gov. See the section entitled “Where You Can Find More Information,” on page 74.

The representations, warranties and covenants made in the merger agreement by the Company, OmniCable and Merger Sub are qualified and subject to important limitations agreed to by the Company, OmniCable and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated for purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement. The representations and warranties may also be subject to contractual standards of materiality that differ from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by a disclosure letter delivered by the Company in connection with the merger agreement (which we refer to as the “Company disclosure letter”), which disclosures are not reflected in the text of the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement, and subsequent developments or new information qualifying a representation or warranty may or may not have been included in this proxy statement.

The Merger

The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement and the applicable provisions of the DGCL, at the effective time, Merger Sub will be merged with and into the Company, whereupon the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation. As a result of the merger, the Company, as the surviving corporation, will succeed to and assume all of the rights and obligations of Merger Sub and the Company in accordance with the DGCL, as a wholly-owned subsidiary of OmniCable.

Closing; Effective Time of the Merger

The closing of the merger will take place within three business days after each of the conditions set forth in the merger agreement is satisfied or, to the extent permitted by law, waived by the party entitled to waive such condition (other than those conditions that, by their terms, are only capable of being satisfied on the closing date), unless the merger agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties to the merger agreement (the date on which the closing occurs is the “closing date”).

Concurrently with the closing, the Company will cause a certificate of merger with respect to the merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in the DGCL. The merger will become effective on the date and at the time the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by the parties to the merger agreement in writing and set forth in the certificate of merger in accordance with the DGCL.

Organizational Documents; Directors and Officers

At the effective time, (i) the certificate of incorporation of the surviving corporation will be amended and restated to read as set forth in Exhibit A to the merger agreement, and (ii) the by-laws of Merger Sub will be the by-laws of the surviving

corporation (except that references to the name of Merger Sub will be replaced by references to the name of the surviving corporation) until thereafter amended in accordance with applicable law and the applicable provisions of the amended and restated certificate of incorporation and the by-laws of the surviving corporation.

Additionally, at the effective time, the board of directors and officers of Merger Sub as of immediately prior to the effective time will be the directors and officers, respectively, of the surviving corporation effective until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the amended and restated certificate of incorporation and the by-laws of the surviving corporation.

Merger Consideration

Outstanding Company Common Stock

At the effective time, each share of Company common stock issued and outstanding immediately prior to the effective time, other (i) than shares owned by OmniCable or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries as of immediately prior to the effective time and (ii) dissenting shares (as defined below), will be cancelled and automatically converted into the right to receive $5.30 in cash, without interest, subject to any applicable withholding taxes.

Any shares of Company common stock owned by OmniCable or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries as of immediately prior to the effective time will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

Merger Sub Capital Stock

At the effective time, each issued and outstanding share of common stock of Merger Sub will be automatically converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the surviving corporation.

Dissenting Shares

Shares of Company common stock issued and outstanding immediately prior to the effective time that are held by a person who did not vote in favor of or consent to the adoption of the merger agreement and who have properly demanded appraisal of such shares and complied in all respects with all the applicable provisions of the DGCL (which we refer to as “dissenting shares”) will not be converted into the right to receive the merger consideration but instead will have such rights as are granted by Section 262 of the DGCL. We refer to a holder of dissenting shares as a “dissenting stockholder.” If a dissenting stockholder withdraws its demand for appraisal or fails to perfect or otherwise waives, withdraws, or loses its right of appraisal, in any case pursuant to Section 262 of the DGCL, its shares will be deemed to be converted as of the effective time into the right to receive the merger consideration, without interest, subject to any applicable withholding taxes.

The merger agreement provides that the Company will give OmniCable prompt written notice of any demands received by the Company for appraisal of shares of Company common stock received, any waiver or withdrawals of such demands and any other demands, notices or instruments served on the Company pursuant to Section 262 of the DGCL, and OmniCable will have the opportunity to direct all negotiations and proceedings with respect to such demands. The Company will not, without the prior written consent of OmniCable, make any payment with respect to, or settle or offer to settle, any such demands.

Treatment of Outstanding Equity Awards and Deferred Compensation

Company Stock Options

The merger agreement requires the Company to take all necessary action so that, at the effective time, each outstanding Company stock option will be fully vested and cancelled, and each holder of a cancelled Company stock option will receive a cash payment based on the excess, if any, of the merger consideration over the per share exercise price under such Company stock option. Since the per share exercise price under all outstanding Company stock options is greater than the merger consideration, all Company stock options will be cancelled as of the effective time without any payment to the holders.

Company Restricted Shares

The merger agreement requires the Company to take all necessary action so that, at the effective time, each outstanding share of Company restricted stock will fully vest and become free of restrictions and will be cancelled and converted into the right to receive the merger consideration, less any taxes required to be withheld.

Company Restricted Stock Units

The merger agreement requires the Company to take all necessary action so that, at the effective time, each outstanding Company restricted stock unit, whether or not then vested, will be cancelled and converted into the right to receive a payment in cash, without interest, equal to the product of (i) the aggregate number of shares of Company common stock subject to such Company restricted stock unit multiplied by (ii) the merger consideration, less any taxes required to be withheld.

Company Performance Stock Units

The merger agreement requires the Company to take all necessary action so that, at the effective time, each outstanding Company performance stock unit, whether or not then vested, will be cancelled and converted into the right to receive a payment in cash, without interest, equal to the product of (i) the aggregate number of shares of Company common stock subject to such Company performance stock unit, assuming that 100% of the applicable target had been achieved and the performance period had ended, in each case as of immediately prior to the effective time, multiplied by (ii) the merger consideration, less any taxes required to be withheld.

Company Non-employee Directors’ Deferred Stock Units

The merger agreement requires the Company to take all necessary action so that, at the effective time, each deferred stock unit outstanding under the Company’s Nonemployee Directors’ Deferred Compensation Plan, all of which are fully vested, will be cancelled and converted into the right to receive a payment in cash, without interest, equal to the product of (i) the aggregate number of shares of Company common stock subject to such deferred stock unit multiplied by (ii) the merger consideration, less any taxes required to be withheld.

Section 409A of the Internal Revenue Code

With respect to any Company restricted stock units, performance stock units or deferred stock units that the Company, in consultation with OmniCable, has determined constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code and payment for which is not permitted to be made at the effective time without triggering a tax or penalty under Section 409A of the Internal Revenue Code, such payment shall be made at the earliest time permitted under the applicable stock plan and award agreement, if any, that will not trigger a tax or penalty under Section 409A of the Internal Revenue Code.

Payment Procedures

Promptly following the effective time, OmniCable will deposit, or cause to be deposited, with a paying agent (referred to in this proxy statement as the “paying agent”) in trust for the benefit of holders of shares of Company common stock cash sufficient to pay the aggregate merger consideration.

OmniCable will mail, or cause the paying agent to mail, to each holder of record of a certificate or certificates that immediately prior to the effective time represented outstanding shares of Company common stock, other than shares cancelled at the effective time and dissenting shares, a letter of transmittal and instructions for effecting the surrender of such certificates to the paying agent in exchange for payment of the merger consideration (without interest and subject to any required withholding taxes). Upon surrender to the paying agent of certificates, together with the letter of transmittal, duly completed and validly executed, and such other customary documents as may be reasonably required, the holder of such certificates will be entitled to receive payment of the merger consideration which the holder is entitled to pursuant to the merger agreement in respect of each share formerly represented by such certificate (without interest and subject to any required withholding taxes).

No holder of book-entry shares of Company common stock will be required to deliver a certificate or letter of transmittal to the paying agent to receive the merger consideration. In lieu thereof, the registered holder of each book-entry share of Company common stock will automatically upon the effective time be entitled to receive, and, upon receipt by the paying agent of an “agent’s message” in customary form (or such other evidence, if any, as the paying agent may reasonably request),

OmniCable will or will cause the surviving corporation to cause the paying agent to pay and deliver in exchange therefor as soon as reasonably practicable after the effective time, the merger consideration (without interest and subject to any required withholding taxes).

YOU SHOULD NOT SEND IN YOUR STOCK CERTIFICATE(S) WITH YOUR PROXY FORM. A LETTER OF TRANSMITTAL WITH INSTRUCTIONS FOR THE SURRENDER OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK WILL BE MAILED TO STOCKHOLDERS HOLDING CERTIFICATED SHARES OF COMPANY COMMON STOCK IF THE MERGER IS COMPLETED.

Lost, Stolen and Destroyed Certificates

If any certificate will have been lost, stolen or destroyed, upon the marking of an affidavit in form and substance reasonably acceptable to the paying agent of that fact by the person claiming such certificate to be lost, stolen or destroyed, the paying agent or the surviving corporation, as applicable, will issue in exchange for such lost, stolen or destroyed certificate the portion of the aggregate merger consideration into which the shares formerly represented by such certificate were converted pursuant to the merger agreement. However, the paying agent may, in its reasonable discretion and as a condition precedent to the payment of such merger consideration, require the owner of such lost, stolen or destroyed Company stock certificate to provide a bond in a customary amount.

Voting Agreements

All directors and executive officers of the Company have entered into voting agreements pursuant to which they have agreed, among other things, to vote the shares of Company common stock they beneficially own for adoption of the merger agreement and approval of the merger. The voting agreements cover approximately 19% of the outstanding shares of Company common stock as of May 4, 2021. The voting agreements terminate automatically if the merger agreement is terminated and may be terminated by mutual consent of the parties.

Representations and Warranties

The Company, on the one hand, and OmniCable and Merger Sub, on the other hand, have made representations and warranties to each other in the merger agreement. The representations and warranties of each of the parties to the merger agreement will expire at the effective time.

Representations and Warranties of the Company

The Company has made customary representations and warranties to OmniCable and Merger Sub in the merger agreement regarding aspects of the Company’s business and various other matters pertinent to the merger. The topics covered by the Company’s representations and warranties include the following:

Some of the Company’s representations and warranties are qualified by the concept of a “Company material adverse effect.” Under the terms of the merger agreement, a Company material adverse effect means any event, occurrence, fact, condition, or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to: (a) the business, results of operations, financial condition or assets of the Company and its subsidiaries, taken as a whole; or (b) the ability of the Company to consummate the transactions contemplated by the merger agreement on a timely basis, provided, however, that, for the purposes of clause (a), a Company material adverse effect shall not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to, or resulting from: (i) changes generally affecting the economy, financial or securities markets, or political conditions; (ii) the announcement or pendency of the transactions contemplated by the merger agreement (it being understood and agreed that this clause shall not apply with respect to any representation or warranty that is intended to address the consequences of the announcement or the pendency of the merger agreement); (iii) any changes in applicable law or GAAP or other applicable accounting standards; (iv) acts of war or terrorism or the escalation thereof; (v) natural disasters, pandemics and acts of God; (vi) general conditions in the industry in which the Company and its subsidiaries operate; (vii) any failure, in and of itself, by the Company to meet any internal or published projections, forecasts, estimates, or predictions in respect of revenues, earnings, or other financial or operating metrics for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to become, a Company material adverse effect, to the extent permitted by this definition and not otherwise excepted by another clause of

this proviso); (viii) any change, in and of itself, in the market price or trading volume of the Company’s securities (it being understood that the facts or occurrences giving rise to or contributing to such change may be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to become, a Company material adverse effect, to the extent permitted by this definition and not otherwise excepted by another clause of this proviso); or (ix) actions taken as required or specifically permitted by the merger agreement or actions or omissions taken with OmniCable’s consent; provided further, however, that any event, change and effect referred to in clauses (i), (iii), (iv), (v), or (vi) shall be taken into account in determining whether a Company material adverse effect has occurred or would reasonably be expected to occur to the extent that such event, change or effect has a disproportionate effect on the Company and its subsidiaries, taken as a whole, compared to other participants in the industries in which the Company and its subsidiaries conduct their businesses.

Representations and Warranties of OmniCable and Merger Sub

OmniCable and Merger Sub made customary representations and warranties to the Company in the merger agreement, in each case, subject to customary qualifications and limitations, including representations and warranties relating to the following:

Covenants Regarding Conduct of Business by the Company Prior to the Merger

Under the merger agreement, the Company agreed that, until the earlier of the effective time or the termination of the merger agreement in accordance with its terms, except as set forth in the Company disclosure letter, as required by applicable law, as expressly required by any provision of the merger agreement or except as OmniCable may agree in writing (which agreement may not be unreasonably withheld, delayed or conditioned), the Company will use commercially reasonable efforts to, and will cause each of its subsidiaries to use commercially reasonable efforts to, conduct its operations in all material respects in the ordinary course of business consistent with past practice.

Further, the Company agreed that, until the earlier of the effective time or the termination of the merger agreement in accordance with its terms, except as set forth in the Company disclosure letter, as required by applicable law, as expressly permitted or required by any provision of the merger agreement or as OmniCable may agree in writing (which agreement may not be unreasonably withheld, delayed or conditioned), the Company will not, and will not permit its subsidiaries to:

reserved against on the Company’s balance sheet as of December 31, 2020, provided that such settlement does not involve a conduct remedy or injunctive or similar relief or have a restrictive impact on the Company’s business;

Access to Information

From the date of the merger agreement to the effective time, pursuant to the terms of the merger agreement, the Company agreed that it will, and will cause each of its subsidiaries to, provide to OmniCable and Merger Sub and their respective representatives reasonable access during normal business hours to the officers, employees, properties, offices and other facilities of the Company and its subsidiaries and to all of the books and records of the Company and its subsidiaries.

The “Go-Shop” Period—Solicitation of Other Takeover Proposals

Under the merger agreement, from the date of the merger agreement until the no-shop period start date, the Company and its representatives had the right to initiate, solicit, encourage, discuss and negotiate with respect to any proposal, inquiry or offer from any person that would constitute, or would reasonably be expected to lead to, a competing takeover proposal, subject to such person entering into a confidentiality agreement similar to the confidentiality agreement between the Company and DFH, and provided that the Company delivered to OmniCable any non-public information relating to the Company that was not previously made available to OmniCable promptly after it was made available to any person in connection with a competing proposal.

During the go-shop period that began on the date of the merger agreement and expired at 11:59 p.m., Eastern Time, on April 24, 2021, at the direction of the board representatives of Willian Blair communicated with 17 additional parties to gauge such parties’ interest in making an alternative takeover proposal. None of those parties expressed an interest in discussing a transaction that had the potential of becoming a superior proposal. No party made an alternative takeover proposal prior to the no-shop period start date.

The “No-Shop” Period—No Solicitation of Other Takeover Proposals

The Company has agreed that, except as may relate to any excluded party, from the no-shop period start date until the earlier of the effective time or termination of the merger agreement, it will not, will cause its subsidiaries not to, and will not authorize or permit its and its subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives to, directly or indirectly:

A “takeover proposal” is defined in the merger agreement to mean any inquiry, proposal, offer or indication of interest from any person or group (other than OmniCable, Merger Sub or any of their respective affiliates) relating to:

Existing Discussions or Negotiations –“Excluded Parties”

Within one business day after the no-shop period start date, the Company had to notify OmniCable in writing of the receipt of any takeover proposal after the date of the merger agreement, or of any inquiry that would reasonably be expected to lead to a takeover proposal, and deliver to OmniCable copies of any written proposals, term sheets or similar documents relating to any such takeover proposal. Pursuant to the merger agreement, an “excluded party” means any person or group from whom the Company or any of its representatives has received, prior to the no-shop period start date, a written bona fide takeover proposal that the Company’s board of directors has determined in good faith, within one business day after the no-shop period start date (after consultation with its outside counsel and its financial advisors) is or would reasonably be expected to lead to a “superior proposal” (as defined below), provided that a person or group will cease to be an excluded party if the ultimate equity holders of such person as of the no-shop period start date cease to provide (directly or indirectly) in the aggregate at least 25% of the equity financing (measured by value) of such person or group. As noted above, no party made an alternative takeover proposal prior to the no-shop period start date. Accordingly, no person or group is an excluded party for purposes of the merger agreement.

Receipt of Takeover Proposals

At any time following the no-shop period start date and prior to the time the Company stockholder approval is obtained, if (i) the Company, directly or indirectly through one or more of its representatives, receives a bona fide, unsolicited takeover proposal in writing that the board believes in good faith, after consultation with its outside legal counsel and its financial advisors, constitutes a superior proposal, and (ii) the board further determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would cause the board to be in breach of its fiduciary duties under applicable law, then the board and its representatives may:

The board may take the foregoing actions only after it has delivered to OmniCable a written notice advising OmniCable that the Company intends to take such action. The Company must notify OmniCable within 24 hours after learning of the receipt by the Company or its representative of any takeover proposal, any inquiry that could reasonably be expected to lead to a takeover proposal or any request from a third party for non-public information relating to the Company or its subsidiaries or for access to their businesses, properties, assets, books or records. Such notice must identify the third party making, and details of the material terms and conditions of, any such takeover proposal, indication or request, including any proposed financing. The Company must keep OmniCable fully informed of the status and material terms of any such takeover proposal, indication or request and must give OmniCable at least 48 hours’ prior notice (or such lesser notice as is provided to the members of the Company’s board) of any meeting at which the board is reasonably expected to consider any takeover proposal. The Company must also promptly provide OmniCable with a list of any non-public information concerning the Company’s and its subsidiaries’ business, present or future performance, financial condition or results of operations provided to any third party and, to the extent such information has not been previously provided to OmniCable, copies of such information.

The merger agreement defines a “superior proposal” as a bona fide written proposal to acquire at least 50.1% of the stock or assets of the Company or assets to which at least 50.1% of the Company’s consolidated net revenues or net income are attributable that the Company’s board determines in good faith (after consultation with outside legal counsel and the Company’s financial advisor) is more favorable from a financial point of view to the holders of Company common stock than the transactions contemplated by the merger agreement, taking into account: (a) all financial considerations; (b) the identity of the third party making such takeover proposal; (c) the anticipated timing, conditions (including any financing condition or the reliability of any debt or equity funding commitments) and prospects for completion of such takeover proposal; (d) the other terms and conditions of such takeover proposal and the implications thereof on the Company, including relevant legal,

regulatory, and other aspects of such proposal deemed relevant by the board (including any conditions relating to financing, stockholder approval, regulatory approvals, or other events or circumstances beyond the control of the party invoking the condition); and (e) any revisions to the terms of the merger agreement and the merger proposed by OmniCable.

None of the restrictions on the Company regarding takeover proposals will prevent the board from disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) under the Exchange Act with respect to a takeover proposal if the Company determines, after consultation with outside legal counsel, that failure to disclose such position would constitute a violation of applicable law.

Change in Board Recommendation 

The Company’s board of directors has unanimously recommended that the Company’s stockholders vote “FOR” the proposal to adopt the merger agreement.

Except as expressly permitted by the merger agreement, the board may not:

The actions described in the foregoing bullet points are referred to in this proxy statement as a “change of recommendation.”

However, before receipt of the Company stockholder approval, the board may make a change of recommendation or enter into an acquisition agreement relating to a takeover proposal only if:

Proxy Statement and Stockholders Meeting

The Company has agreed to take all action necessary to convene a meeting of the Company’s stockholders as soon as reasonably practicable following the date of the merger agreement to consider and vote on the adoption of the merger agreement and to mail a proxy statement to the Company’s stockholders in advance of such meeting. Such proxy statement must include the Company board recommendation, except to the extent that the Company has made a change in recommendation as permitted by the merger agreement. The Company shall use reasonable best efforts to: (i) solicit from the holders of Company common stock proxies in favor of the adoption of the merger agreement and approval of the merger; and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Company common stock required by applicable law to obtain such approval. Once the Company stockholders meeting has been called and noticed, the Company may not postpone or adjourn the meeting without the consent of OmniCable, other than to obtain a quorum of its stockholders or to allow reasonable additional time after the filing and mailing of any supplemental or amended disclosures to the Company’s proxy statement for compliance with applicable legal requirements.

If the Company board makes a change of recommendation, unless the merger agreement is terminated in accordance with its terms, the Company will still be obligated to submit the adoption of the merger agreement to the holders of Company common stock at the Company stockholders meeting.

Employee Matters

OmniCable has agreed that, from the effective time until December 31, 2021 (or if earlier, the date of the employee’s termination of employment with OmniCable and its subsidiaries), and to the extent consistent with the terms of the governing plan documents, it will cause the surviving corporation and each of its subsidiaries, as applicable, to provide the Company employees who continue employment with the surviving corporation or its subsidiaries with (i) the same annual base salary or wage level and the same annual target bonus opportunities (excluding equity-based compensation) as provided by the Company and its subsidiaries as of immediately prior to the effective time, and (ii) employee benefits (excluding any retiree health or defined benefit retirement benefits) that are, in the aggregate, no less favorable than the employee benefits (excluding any retiree health or defined benefit retirement benefits) provided by the Company and its subsidiaries on the date of the merger agreement. OmniCable has further agreed to credit, or to cause the surviving corporation to credit, all service of such Company employees with the Company or its subsidiaries as if it were service with OmniCable for purposes of eligibility to participate in any employee benefit plans of OmniCable or its subsidiaries in which such employees may participate as of the effective time.

For purposes of determining satisfaction of any co-payments, annual deductible limitation and out-of-pocket maximum that may apply under an employee benefit plan of OmniCable or one of its subsidiaries, each Company employee who continues employment with the surviving corporation or its subsidiaries will be credited for covered expenses paid by him or her under the corresponding Company employee benefit plan during the then current annual period of coverage.

Director and Officer Indemnification and Insurance

Pursuant to the merger agreement, the surviving corporation will assume all rights to indemnification, advancement of expenses and exculpation currently existing in favor of each of the Company’s current or former directors and officers as provided in the Company’s certificate of incorporation and by-laws, as in effect as of the date of the merger agreement, and in any indemnification agreements in effect on the date of the merger agreement and disclosed to OmniCable. Further, for a period of six years after the effective time, OmniCable will cause the surviving corporation to maintain in effect rights to exculpation, indemnification and advancement of expenses equivalent to the provisions of the Company’s certificate of incorporation and by-laws, as in effect immediately prior to the effective time, with respect to acts or omissions occurring prior to the effective time, and shall not amend, repeal, or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any person entitled to be indemnified by the Company, provided all rights to indemnification in respect of any claim for indemnification made within such period will continue until the disposition of such action or resolution of such claim.

Prior to the effective time, the Company shall (and, if the Company fails to do so, OmniCable will cause the surviving corporation to) obtain and fully pay the premium for a non-cancelable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period for at least six years from and after the effective time for events occurring prior to the effective time. The Company will give OmniCable a reasonable opportunity to participate in the selection of such tail policy and will give reasonable and good faith consideration to any comments made by OmniCable with respect thereto.

If the Company or the surviving corporation for any reason fails to obtain such “tail” insurance policies as of the effective time, the surviving corporation shall, and OmniCable shall cause the surviving corporation to, continue to maintain in effect, for a period of at least six years from and after the effective time, the Company’s existing directors’ and officers’ insurance and fiduciary liability insurance policies in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to such insurance policies with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date of the merger agreement, provided that in no event shall the surviving corporation be required to expend for such policies an annual premium amount in excess of $250,000. If such insurance coverage cannot be obtained at an annual premium equal to or less than $250,000, the surviving corporation will obtain, and OmniCable will cause the surviving corporation to obtain, the greatest coverage available for a cost not exceeding an annual premium of $250,000.

Efforts to Complete the Merger

Each of the Company, OmniCable and Merger Sub has agreed to, and to cause its subsidiaries to, use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper, or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by the merger agreement, including: (i) obtaining all necessary permits, waivers, and actions or nonactions from governmental entities and making all necessary registrations and filings; (ii) obtaining all necessary consents or waivers from third parties; and (iii) executing any additional instruments necessary to consummate the merger and to fully carry out the purposes of the merger agreement. The Company and OmniCable have agreed, subject to applicable law, to promptly cooperate with, supply information to and coordinate with the other in taking the actions contemplated by the merger agreement, and to promptly inform the other of any communication from any governmental entities regarding any of the transactions contemplated by the merger agreement. If the Company, on the one hand, or OmniCable or Merger Sub, on the other hand, receives a request for additional information or documentary material, or request for a telephone call or meeting, from any governmental entities with respect to the transactions contemplated by the merger agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable law and by the applicable governmental entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any governmental entity in connection with any filing made in respect of the transactions contemplated by the merger agreement.

Other Covenants and Agreements

Under the merger agreement, the Company and OmniCable have made certain other covenants to, and agreements with, each other regarding various other matters, including:

Financing

The Company has agreed to use, to cause its subsidiaries to use, and to use its reasonable best efforts to cause its and their respective representatives to use), its and their respective reasonable best efforts to provide all cooperation as may be reasonably requested by OmniCable in arranging, obtaining and syndicating any third party indebtedness for borrowed money to be raised by OmniCable or its subsidiaries for the purpose of financing the merger consideration and any other amounts required to be paid in connection with the merger.

OmniCable has agreed to reimburse the Company for all reasonable costs and expenses incurred by the Company and its subsidiaries in connection with such cooperation and to indemnify the Company, its subsidiaries and their respective

representatives against any and all losses incurred in connection with the debt financing and any information used in connection with such financing.

Conditions to the Merger 

Conditions to Each Party’s Obligations

The Company’s, OmniCable’s and Merger Sub’s respective obligations to effect the merger are subject to the satisfaction or waiver (where permitted by applicable law) of the following conditions:

Conditions to OmniCable’s and Merger Sub’s Obligations

The obligations of OmniCable and Merger Sub to effect the merger are also subject to the satisfaction or waiver (where permitted by applicable law) by OmniCable at or prior to the effective time of the following additional conditions:

Conditions to the Company’s Obligations

The obligations of the Company to effect the merger are also subject to the satisfaction or waiver (where permitted by applicable law) by the Company at or prior to the effective time of the following additional conditions:

Termination of the Merger Agreement

Termination Rights Exercisable by Either OmniCable or the Company

The merger agreement may be terminated at any time prior to the effective time, whether before or after receipt of the Company stockholder approval, by the mutual written consent of OmniCable, Merger Sub and the Company. In addition, either the Company or OmniCable may terminate the merger agreement:

Termination Rights Exercisable by OmniCable

OmniCable may also terminate the merger agreement:

Termination Rights Exercisable by the Company

The Company may also terminate the merger agreement:

Effect of Termination

If the merger agreement is terminated by the Company or OmniCable, the merger agreement will become void and there will be no liability or obligations on the part of OmniCable, Merger Sub or the Company or their respective subsidiaries, officers or directors, except that the following obligations would survive such termination:

Expenses; Termination Fee

Except as otherwise provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement and the merger will be paid by the party incurring such expense.

The Company has agreed to pay OmniCable a termination fee of $4 million if:

Specifically, the termination fee will be payable if the merger agreement is terminated by (1) Omni, if the HWCC board changes its recommendation with respect to the merger, (2) Omni, if HWCC breaches or fails to perform, in accordance with the merger agreement, in any material respect its obligations under the alternative acquisition solicitation provisions in the merger agreement or fails to present the merger for a stockholder vote, or (3) HWCC, if the HWCC board authorizes the acceptance of a superior proposal and such proposal was not solicited in breach of the alternative acquisition solicitation provisions in the merger agreement. The termination fee will also be payable in certain circumstances if (1) HWCC has failed to obtain the required approval of its stockholders and the merger agreement is terminated (a) by either Omni or HWCC because the merger is not completed by September 30, 2021 or because of such vote failure or (b) by Omni because of a material breach of HWCC’s

representations, warranties or covenants in a manner that would cause the related closing conditions to not be satisfied, (2) prior to such termination a proposal, generally speaking, to acquire at least 25% of HWCC’s stock or assets is publicly announced or disclosed by a third party and (3) within one year of such termination HWCC consummates, or enters into a preliminary or definitive agreement providing for, a transaction involving the acquisition of at least 25% of its stock or assets.

Amendment

The merger agreement may be further amended by the parties at any time before or after receipt of the Company stockholder approval (but prior to the consummation of the merger) by an instrument in writing signed on behalf of each of the parties. However, after receipt of the Company stockholder approval, there may not be any amendment of the merger agreement that requires further approval by the stockholders of the Company without such further approval.

APPRAISAL RIGHTS

If the merger is completed, HWCC stockholders will be entitled to appraisal rights under Section 262 of the DGCL, provided that they strictly comply with the requirements of Section 262 of the DGCL.

Under the DGCL, if you do not wish to accept the merger consideration of $5.30 for each share of Company common stock provided for in the merger agreement, you have the right to seek appraisal of your shares of Company common stock and to receive payment in cash for the “fair value” of your shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value, provided that you strictly comply with the requirements of Section 262 of the DGCL. The “fair value” of your shares of Company common stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the $5.30 per share that you are otherwise entitled to receive under the terms of the merger agreement. These rights are known as appraisal rights. HWCC stockholders who do not vote in favor of the proposal to adopt the merger agreement and who properly demand appraisal for their shares in compliance with the provisions of Section 262 of the DGCL and who do not thereafter fail to perfect, withdraw or otherwise lose such rights will be entitled to appraisal rights. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. Failure to timely and properly comply with the statutory requirements will result in the loss of your appraisal rights.

This section is intended only as a summary of certain provisions of the Delaware statutory procedures that a stockholder must follow in order to demand and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex C to this proxy statement and is incorporated into this proxy statement by reference. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262 of the DGCL. All references in Section 262 of the DGCL and in this summary to a “stockholder” or a “holder” are to the record holder of the shares of Company common stock as to which appraisal rights are asserted.

Under Section 262 of the DGCL, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation must, not less than 20 days before the meeting, notify the stockholders who were stockholders of record on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights will be available. A copy of Section 262 of the DGCL must be included with such notice. This proxy statement constitutes the Company’s notice to stockholders that appraisal rights are available in connection with the merger and the full text of Section 262 of the DGCL, in compliance with the requirements of Section 262 of the DGCL. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 of the DGCL contained in Annex C. Failure to comply timely and properly with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights under the DGCL. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Company common stock, the Company believes that if a stockholder is considering exercising such rights, such stockholder should seek the advice of legal counsel.

Any stockholder wishing to demand appraisal of his, her or its shares of Company common stock must deliver to the Company at the address in the next paragraph below a written demand for appraisal of his, her or its shares of Company common stock before the vote is taken to adopt the merger agreement, which written demand must reasonably inform us of the identity of the stockholder and that the stockholder intends to demand appraisal of his, her or its shares of Company common stock. A stockholder’s failure to deliver to HWCC the written demand for appraisal prior to the taking of the vote on the proposal to adopt the merger agreement at the special meeting will result in the loss of appraisal rights. A stockholder seeking to perfect appraisal rights must not vote or submit a proxy in favor of the proposal to adopt the merger agreement. A stockholder who submits a proxy and who wishes to exercise appraisal rights must either submit a proxy containing instructions to vote “AGAINST” the proposal to adopt the merger agreement or abstain from voting on the proposal to adopt the merger agreement. Voting against or abstaining from voting or failing to vote on the proposal to adopt the merger agreement by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the proposal to adopt the merger agreement. A stockholder seeking to exercise appraisal rights must hold of record the shares of Company common stock on the date the written demand for appraisal is made and must continue to hold the shares of Company common stock of record through the effective time. A stockholder will lose his, her or its appraisal rights if the stockholder transfers the shares for which he, she or it is seeking appraisal rights before the effective time.

All demands for appraisal should be addressed to the Corporate Secretary at 10201 North Loop East, Houston, Texas 77029 and must be delivered to the Company before the vote is taken to adopt the merger agreement at the special meeting, and must be executed by, or on behalf of, the record holder of the shares of Company common stock.

Only a holder of record of shares of Company common stock is entitled to demand an appraisal of the shares registered in that holder’s name. Accordingly, a demand for appraisal must be executed by or on behalf of the record stockholder. The demand should set forth, fully and correctly, the record stockholder’s name as it appears in the transfer agent’s records and should specify the stockholder’s mailing address and the number of shares registered in the stockholder’s name. The demand must state that the stockholder intends to demand appraisal of the stockholder’s shares in connection with the merger. The demand cannot be made by the beneficial owner. A beneficial owner of shares of Company common stock held in “street name” who wishes to exercise appraisal rights should take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the record holder of the shares. The beneficial holder must have the registered owner, such as a bank, brokerage firm or other nominee, submit the required demand in respect of those shares of Company common stock. If the shares are held through a brokerage firm, bank or other nominee that in turn holds the shares through a central securities depository nominee, a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as the record stockholder. If you hold your shares of Company common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

If shares of Company common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal must be made in that capacity. If the shares of Company common stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner or owners. A record owner, such as a bank, brokerage firm or other nominee, who holds shares of Company common stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of Company common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Company common stock as to which appraisal is sought. Where no number of shares of Company common stock is expressly mentioned, the demand will be presumed to cover all shares of Company common stock held in the name of the record owner. If a stockholder holds shares of Company common stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record owner. Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers or other nominees to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

Within 10 days after the effective time, the surviving corporation in the merger must give notice of the date that the merger became effective to each of the Company’s record stockholders who has submitted a demand in compliance with Section 262 of the DGCL and who did not vote in favor of the proposal to adopt the merger agreement. At any time within 60 days after the effective time of the merger, any stockholder who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the stockholder’s demand and accept the consideration specified by the merger agreement for that stockholder’s shares of Company common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective time of the merger will require written approval of HWCC, as the surviving corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. If a petition for appraisal is filed and the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only payment of the “fair value” of such stockholder’s shares of Company common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value. The fair value of the shares of Company common stock determined in any such appraisal proceeding could be less than, equal to or more than the consideration offered pursuant to the merger agreement.

Within 120 days after the effective time, but not thereafter, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Company common stock held by all such stockholders. Upon the filing of the petition by a stockholder, service of a copy of such petition will be made upon the surviving corporation. None of OmniCable, Merger Sub or HWCC, as the surviving corporation, has any obligation to file such a petition or has any present intention to file such a petition, and holders should not assume that any of the foregoing will file a petition. If a petition for appraisal is not timely filed, then the right to appraisal will cease. Accordingly, it is the obligation of the holders of Company common stock to initiate all necessary petitions to perfect their appraisal rights in respect of shares of Company common stock within the time prescribed in Section 262 of the DGCL and the failure of a stockholder to file such a petition within the period specified in Section 262 of the DGCL will result in the loss of appraisal rights.

Any stockholder who has properly complied with the requirements of Section 262 of the DGCL and who did not vote in favor of the proposal to adopt the merger agreement is, within 120 days after the effective time of the merger, entitled upon written request to receive from the surviving corporation a statement setting forth the aggregate number of shares of Company common stock not voted in favor of the proposal to adopt the merger agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within 10 days after such written request has been received by the surviving corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of Company common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal or request from the surviving corporation such statement.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares of Company common stock and with whom agreements as to the value of their shares have not been reached. After notice to stockholders who have demanded appraisal from the Register in Chancery, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided by Section 262 of the DGCL. Notwithstanding the foregoing, upon application by the surviving corporation or any stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial on the appraisal prior to final determination of the stockholders entitled to an appraisal. The Delaware Court of Chancery may require stockholders who have demanded payment for their shares of Company common stock to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings; and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder. In addition, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares of Company common stock entitled to appraisal exceeds 1% of the outstanding shares of Company common stock, or (2) the value of the consideration provided in the merger for such total number of shares of Company common stock exceeds $1,000,000.

The Delaware Court of Chancery will then conduct an appraisal proceeding to determine the fair value of the shares of Company common stock as of the effective time of the merger exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value, together with interest, if any, on the amount so determined to be the fair value by the surviving corporation to the stockholders entitled thereto. Payment will be so made to holders of shares represented by certificates upon surrender to the surviving corporation of the certificates representing such stock and, in the case of holders of uncertificated stock, forthwith. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Moreover, none of OmniCable, Merger Sub or HWCC, as the surviving corporation, anticipates offering more than the merger consideration to any stockholder exercising appraisal rights, and they reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of HWCC common stock is less than or equal to the merger consideration. In determining “fair value,” the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of Company common stock entitled to appraisal. Any stockholder who demanded appraisal rights will not, after the effective time, be entitled to vote shares of Company common stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of Company common stock, other than with respect to payment as of a record date prior to the effective time. If no petition for appraisal is filed within 120 days after the effective time, or if the stockholder otherwise fails to perfect, validly withdraws or otherwise loses such holder’s right to appraisal, then the right of that stockholder to appraisal will cease and that stockholder’s shares of Company common stock will be deemed to have been converted at the effective time into the right to receive the $5.30 per share cash payment (without interest and subject to any applicable withholding taxes) for his, her or its shares of Company common stock pursuant to the merger agreement.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder’s appraisal rights.

In view of the complexity of Section 262 of the Delaware General Corporation Law, HWCC stockholders who may wish to pursue appraisal rights should consult their legal and financial advisor.

MARKET PRICE DATA

Company common stock is traded on the Nasdaq Global Market under the symbol “HWCC.” As of the close of business on May 10, 2021, the latest full trading day prior to the date of this proxy statement, there were 16,882,557 shares of Company common stock outstanding and entitled to vote, held by 2,223 holders of record. The following table presents the high and low sale prices of Company common stock for the periods indicated in published financial sources:

The following table presents the closing per share sales price of Company common stock, as reported on the Nasdaq Global Market on March 24, 2021, the last full trading day prior to the public announcement of the merger agreement, and on May 10, 2021, the last full trading day prior to the date of this proxy statement:

You are encouraged to obtain current market prices of Company common stock in connection with voting your shares. Following the merger, there will be no further market for Company common stock, and Company common stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act.

The Company paid a quarterly cash dividend from August 2007 until August 2016. The board determined to suspend the regular dividend in November 2016, to redeploy funds for other purposes. The Company does not intend to resume the payment of cash dividends in the foreseeable future.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of shares of our common stock for each stockholder who is known by us to own beneficially more than 5% of the outstanding shares of our common stock.

The following table sets forth the beneficial ownership of shares of our common stock for (i) each of our directors, (ii) each of our executive officers and (iii) all of our directors and executive officers as a group. Except as noted below, the nature of beneficial ownership for shares shown in this table is sole voting and sole dispositive power. The information below is as of May 4, 2021, unless otherwise indicated.