Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Holders of 44,486,171 Trebia ordinary shares were either present in person at
the offices of
The proposals considered and voted on by Trebia shareholders at the
Extraordinary General Meeting, which are described in more detail in the
definitive proxy statement filed by Trebia with the
Proposal No. 1 - The Business Combination Proposal.
A proposal to approve Trebia's entry into that certain Business Combination
Agreement, dated as of
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
For Against Abstain Broker Non-Votes 41,155,098 2,830,406 410,667 N/A
Proposal No. 2 - The NYSE Proposal.
A proposal to approve, for the purposes of complying with the applicable
provisions of Section 312.03 of the NYSE's Listed Company Manual, (i) the
issuance of common stock of System1 (as defined below) in connection with the
consummation of the transactions contemplated by the Business Combination
Agreement and the other transaction agreements, (ii) all issuances of shares of
common stock of System1 upon the conversion of shares of any other class of
System1 common stock or the exchange of any units of S1
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
For Against Abstain Broker Non-Votes 40,808,647 3,176,867 410,657 N/A
Proposal No. 3 - The Domestication Proposal.
A proposal to approve that Trebia be domesticated as a
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The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as
For Against Abstain Broker Non-Votes 41,154,908 2,830,406 410,857 N/A
Proposal No. 4 - The Charter Amendment Proposal.
A proposal to approve the amendment and restatement of the amended and restated memorandum and articles of association of Trebia (the "Trebia Organizational Documents") by their deletion and replacement with the proposed certificate of incorporation of System1 (the "System1 Charter") and the proposed bylaws of System1 (the "System1 Bylaws" and together with the System1 Charter, the "System1 Organizational Documents"), each effective upon the Domestication.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
For Against Abstain Broker Non-Votes 41,152,398 2,830,606 413,167 N/A
Proposal No. 5 - The Non-Binding Governance Proposal.
Trebia shareholders approved the following proposals, on a non-binding advisory
basis, with respect to certain governance provisions in the System1
Organizational Documents, presented separately in accordance with
Proposal No. 5A. A proposal to authorize a change to the authorized capital
stock of Trebia from (A) 400,000,000 Class A ordinary shares of Trebia, par
value
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
For Against Abstain Broker Non-Votes 39,255,460 3,729,946 1,410,765 N/A
Proposal No. 5B. A proposal to permit changes to the ability of shareholders to vote and remove directors from the System1 board of directors.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
For Against Abstain Broker Non-Votes 39,207,941 3,775,052 1,413,178 N/A
Proposal No. 5C. A proposal to approve the adoption of a majority voting requirement to approve a merger or other form of business combination, if such merger or business combination is approved by the System1 board of directors.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
For Against Abstain Broker Non-Votes 39,256,706 3,728,608 1,410,857 N/A
Proposal No. 5D. A proposal to make the
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The System1 Bylaws will further provide that, unless System1 consents in writing
to the selection of an alternative forum, to the fullest extent permitted by
law, the federal district courts of
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
For Against Abstain Broker Non-Votes 36,412,597 6,572,897 1,410,677 N/A
Proposal No. 5E. A proposal to permit action by System1 shareholders only at a duly called annual or special meeting of such shareholders.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
For Against Abstain Broker Non-Votes 36,309,606 6,673,408 1,413,157 N/A
Proposal No. 5F. A proposal to approve and authorize (A) changing the corporate
name from "
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
For Against Abstain Broker Non-Votes 39,256,495 3,728,819 1,410,857 N/A
Proposal No. 6 - Incentive Plan Proposal.
A proposal to approve and adopt the System1 2022 Incentive Award Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
For Against Abstain Broker Non-Votes 39,056,722 4,927,717 411,732 N/A
Proposal No. 7 - The Director Election Proposal.
A proposal to approve the election of eight director nominees listed below. As
described in the Trebia Organizational Documents, prior to the consummation of
Trebia's initial Business Combination only the holders of
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
Class I Nominees.Dexter Fowler For Withhold Broker Non-Votes 12,937,500 0 N/A Caroline Horn For Withhold Broker Non-Votes 12,937,500 0 N/A 4
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Jennifer Prince For Withhold Broker Non-Votes 12,937,500 0 N/A Class II Nominees. Moujan Kazerani For Withhold Broker Non-Votes 12,937,500 0 N/AFrank R. Martire , Jr. For Withhold Broker Non-Votes 12,937,500 0 N/A Christopher Phillips For Withhold Broker Non-Votes 12,937,500 0 N/A Class III Nominees. Michael Blend For Withhold Broker Non-Votes 12,937,500 0 N/A William P. Foley, II For Withhold Broker Non-Votes 12,937,500 0 N/A
Proposal No. 8 - The Adjournment Proposal.
Because there were sufficient votes to approve each of the above proposals, and it was not otherwise deemed necessary or appropriate to adjourn the Extraordinary General Meeting to a later date, Proposal No. 8 - the proposal to adjourn the Extraordinary General Meeting, if necessary or appropriate, in certain circumstances, was not called to a vote.
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Trebia under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release ofTrebia Acquisition Corp. , datedJanuary 20, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5
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