Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As described below under Item 5.07 of this Current Report on Form 8-K, on
At the General Meeting, the Company's shareholders approved, among other items,
the Quanergy PubCo 2022 Equity Incentive Plan (the "Incentive Plan") and the
Quanergy PubCo 2022 Employee Stock Purchase Plan (the "Stock Plan"). A
description of the material terms of each of the Incentive Plan and Stock Plan
is included in the Company's definitive proxy statement/prospectus filed with
the
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The BCA Proposal. To consider and vote upon a proposal to approve, ratify and
adopt by ordinary resolution the Merger Agreement, dated as of June 21, 2021 ,
as amended on June 28, 2021 and further amended on November 14, 2021 and
December 26, 2021 (collectively, the "Merger Agreement"), by and among CCAC,
CITIC Capital Merger Sub Inc. ("Merger Sub"), a Delaware corporation and
subsidiary of CCAC, and Quanergy Systems, Inc. ("Quanergy"), a Delaware
corporation. The Merger Agreement provides for, among other things, the
merger of Merger Sub with and into Quanergy (the "Merger"), with Quanergy
surviving the Merger as a wholly owned subsidiary of Quanergy PubCo, in
accordance with the terms and subject to the conditions of the Merger
Agreement. The BCA Proposal was approved. The final voting tabulation for
this proposal was as follows:
FOR AGAINST ABSTAIN
22,680,761 1,280,106 32,312
2. The Domestication Proposal. To consider and vote upon a proposal to approve
by special resolution, (a) the Company be de-registered in the Cayman Islands
pursuant to Article 49 of the current Amended and Restated Articles of
Association of the Company and be registered by way of continuation as a
corporation in the state of Delaware ; (b) conditional upon, and with effect
from, the registration of the Company in the State of Delaware as a
corporation with the laws of the State of Delaware , the registered office of
the Company be changed to VCorp Services, LLC , 1013
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Centre Road Suite 403-B Wilmington, County of New Castle, Delaware 19805; (c)
Corporation Service Company (CSC) be instructed to undertake all necessary
steps in order to continue the legal existence of the Company in the State of
Delaware as a corporation incorporated under the laws of the State of
Delaware ; and (d) Maples Corporate Services Limited be instructed to file
notice of the resolutions relating to the de-registration with the Registrar
of Companies in and for the Cayman Islands . The Domestication Proposal was
approved. The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
22,680,761 1,280,106 32,312
3. Organizational Documents Proposal. To consider and vote upon a proposal to
approve by special resolution the proposed new certificate of incorporation
(the "Proposed Certificate of Incorporation") and the proposed new bylaws
(the "Proposed Bylaws" and, together with the Proposed Certificate of
Incorporation, the "Proposed Organizational Documents") of CITIC Capital
Acquisition Corp. (a corporation incorporated in the State of Delaware
following the filing with and acceptance by the Secretary of State of
Delaware of the certificate of domestication in accordance with Section 388
of the Delaware General Corporation Law (the "DGCL")), which will be renamed
"Quanergy Systems, Inc. " in connection with the Business Combination (CCAC
after the Domestication, including after such change of name, is referred to
herein as "Quanergy PubCo"). The Organizational Documents Proposal was
approved. The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
22,680,559 1,280,106 32,514
4. The Advisory Organizational Documents Proposals. To consider and vote upon
the following seven separate proposals (collectively, the "Advisory
Organizational Documents Proposals") to approve, by special resolution, the
following material differences between the Cayman Constitutional Documents
and the Proposed Organizational Documents:
A. Advisory Organizational Documents Proposal 4A. To authorize the change in the
authorized share capital of CCAC from (i) 200,000,000 CCAC Class A ordinary
shares of a par value of US$0.0001 each, 20,000,000 CCAC Class B ordinary
shares of a par value of US$0.0001 each and 1,000,000 CCAC Preference Shares
of a par value of US$0.0001 each to (ii) 300,000,000 shares of Quanergy PubCo
common stock and 10,000,000 shares of Quanergy PubCo preferred stock.
Advisory Organizational Documents Proposal 4A was approved. The final voting
tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
19,182,798 4,777,868 32,513
B. Advisory Organizational Documents Proposal 4B. To approve an exclusive forum
provision, pursuant to which the Court of Chancery of the State of Delaware
or, if such court does not have subject matter jurisdiction thereof, another
state or federal court located within the State of Delaware , shall be the
exclusive forum for certain actions under Delaware law, and the federal
district courts of the United States of America shall be the exclusive forum
for the resolution of any complaint asserting a cause of action arising under
the Securities Act. The Advisory Organizational Documents Proposal 4B was
approved. The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
19,183,910 4,776,756 32,513
C. Advisory Organizational Documents Proposal 4C. To approve a provision
electing not to be governed by Section 203 of the DGCL relating to takeovers
by interested stockholders but to provide other similar restrictions
regarding takeovers by interested stockholders. Advisory Organizational
Documents Proposal 4C was approved. The final voting tabulation for this
proposal was as follows:
FOR AGAINST ABSTAIN
19,183,910 4,776,756 32,513
D. Advisory Organizational Documents Proposal 4D. To approve provisions
providing that the affirmative vote of the holders of at least 66 2/3% of the
total voting power of all the then outstanding shares of stock of the Company
entitled to vote thereon, voting together as a single class, will be required
to amend, alter, repeal or rescind all or any portion of Article V(B),
Article VII, Article VIII, Article IX, Article X, Article XI, Article XII and
Article XIII of the Proposed Certificate of Incorporation. Advisory
Organizational Documents Proposal 4D was approved. The final voting
tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
22,603,909 1,356,757 32,513
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E. Advisory Organizational Documents Proposal 4E. To approve provisions
permitting the removal of a director only for cause and only by the
affirmative vote of the holders of at least a majority of the voting power of
all of the then outstanding shares of voting stock of the Corporation
entitled to vote at an election of directors. Advisory Organizational
Documents Proposal 4E was approved. The final voting tabulation for this
proposal was as follows:
FOR AGAINST ABSTAIN
19,169,783 4,790,883 32,513
F. Advisory Organizational Documents Proposal 4F. To approve provisions
providing that any action required or permitted to be taken by the
stockholders of the Company must be effected at an annual or special meeting
of the stockholders of the Company, and shall not be taken by written consent
in lieu of a meeting. The Advisory Organizational Documents Proposal 4F was
approved. The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
19,170,340 4,790,326 32,513
G. Advisory Organizational Documents Proposal 4G. To authorize all other changes
in connection with the replacement of Cayman Constitutional Documents with
the Proposed Certificate of Incorporation and Proposed Bylaws in connection
with the consummation of the Business Combination, including (1) changing the
company name from "CITIC Capital Acquisition Corp. " to "Quanergy Systems,
Inc. ," (2) making Quanergy PubCo's corporate existence perpetual, and
(3) removing certain provisions related to CCAC's status as a blank check
company that will no longer be applicable upon consummation of the Business
Combination, all of which the CCAC Board believes is necessary to adequately
address the needs of Quanergy PubCo after the Business Combination. Advisory
Organizational Documents Proposal 4G was approved. The final voting
tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
22,604,250 1,356,416 32,513
5. The Stock Issuance Proposal. To consider and vote upon a proposal to approve
by ordinary resolution for purposes of complying with the applicable
provisions of NYSE Listing Rule 312.03, (a) the issuance of Quanergy PubCo
common stock to the PIPE Investors pursuant to the PIPE Investments, plus any
additional shares pursuant to subscription agreements we may enter into prior
to Closing, (b) shares of Quanergy PubCo common stock to certain stockholders
of Quanergy pursuant to the Merger Agreement and (c) the GEM Investor,
pursuant to GEM Agreement. The Stock Issuance Proposal was approved. The
final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
22,679,550 1,281,116 32,513
6. The Equity Incentive Plan Proposal. To consider and vote upon a proposal to
approve by ordinary resolution the Quanergy PubCo 2022 Incentive Award Plan.
The Equity Incentive Plan Proposal was approved. The final voting tabulation
for this proposal was as follows:
FOR AGAINST ABSTAIN
21,496,454 2,464,213 32,512
7. The ESPP Proposal. To consider and vote upon a proposal to approve by
ordinary resolution the Quanergy PubCo 2022 Employee Stock Purchase Plan. The
ESPP Proposal was approved. The final voting tabulation for this proposal was
as follows:
FOR AGAINST ABSTAIN
22,680,560 1,280,107 32,512
The proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting was deemed not necessary and not acted upon at the Extraordinary General Meeting because there were sufficient votes at the time of the Extraordinary General Meeting to approve the adoption of the required proposals.
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