890 5TH AVENUE PARTNERS, INC. Item 5.07 Submission of Matters to a vote of Securityholders
On
As of
At the Special Meeting, the following proposals were submitted to a vote of stockholders. For more information on each of these proposals, see the Proxy Statement.
(1) The Business Combination Proposal. Proposal to approve the business
combination described in the Proxy Statement, including (a) adopting the
Merger Agreement, a copy of which is attached to the Proxy Statement, and (b)
approving the other transactions contemplated by the Merger Agreement and
related agreements described in the Proxy Statement (the "Business
Combination Proposal").
(2) The Organizational Documents Proposal. Proposal to approve (a) the second
amended and restated certificate of incorporation of the Company, in the form
attached to the Proxy Statement (the "Proposed Charter"), and (b) the second
amended and restated bylaws of the Company, in the form attached to the Proxy
Statement (the "Organizational Documents Proposal").
(3) The Advisory Charter Amendment Proposals. The non-binding, advisory vote on
certain governance provisions in the Proposed Charter, presented separately
in accordance with SEC requirements (the "Advisory Charter Amendment
Proposals").
(4) The Stock Issuance Proposal. Proposal to approve, to comply with the
applicable listing rules of Nasdaq, the issuance of (a) shares of New
BuzzFeed Class A common stock, New BuzzFeed Class B common stock and New
BuzzFeed Class C common stock pursuant to the terms of the Merger Agreement,
(b) shares of New BuzzFeed Class A common stock pursuant to the C Acquisition
Purchase Agreement and (c) shares of New BuzzFeed Class A common stock to the
Note Investors upon conversion of certain convertible promissory notes issued
pursuant to Note Subscription Agreements (the "Stock Issuance Proposal").
(5) The Director Election Proposal. Proposal to elect seven directors to New
BuzzFeed's board of directors (the "Director Election Proposal").
(6) The Incentive Plan Proposal. Proposal to approve the 2021 equity incentive
plan, a copy of which is attached to the Proxy Statement (the "Incentive Plan
Proposal").
(7) The Employee Stock Purchase Plan Proposal. Proposal to approve the 2021
employee stock purchase plan, a copy of which is attached to the Proxy
Statement (the "Employee Stock Purchase Plan Proposal").
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Each of the proposals was approved by the requisite vote of the Company's stockholders. The final voting results for each proposal are described below:
(1) The Business Combination Proposal
For Against Abstain
Number of shares of common stock 28,606,448 479,640 46,612
(2) The Organizational Documents Proposal
For Against Abstain
Number of shares of Company Class A Common Stock 28,605,648 479,640 47,412 Number of shares of Company Class F Common Stock 7,187,500 - -
(3) The Advisory Charter Amendment Proposals
(a) Advisory Charter Amendment Proposal A - To change the Company's name to
"
For Against Abstain
Number of shares of common stock 28,606,645 479,640 46,415
(b) Advisory Charter Amendment Proposal B - To increase the total number of
authorized shares of all classes of capital stock, par value of $0.0001 per
share, from (a) 525,000,000 shares of common stock, including 500,000,000
shares of Class A common stock and 25,000,000 shares of Class F common stock,
and (b) 5,000,000 shares of preferred stock, to 730,000,000 shares of common
stock, par value $0.0001 per share, including 700,000,000 shares of Class A
common stock, 20,000,000 shares of Class B common stock and 10,000,000
shares of Class C common stock, and 50,000,000 shares of preferred stock, par
value $0.0001 per share.
For Against AbstainNumber of shares of common stock 27,858,512 1,227,254 46,934
(c) Advisory Charter Amendment Proposal C - To eliminate certain provisions
specific to the Company's status as a blank check company.
For Against Abstain
Number of shares of common stock 28,604,948 481,040 46,712
(d) Advisory Charter Amendment Proposal D - To create a classified Board with
three classes, each serving for a three-year term.
For Against Abstain
Number of shares of common stock 27,857,297 1,228,791 46,612
(e) Advisory Charter Amendment Proposal E - To eliminate the rights and
privileges of Class F common stock.
For Against Abstain
Number of shares of common stock 28,545,202 539,368 48,130
(f) Advisory Charter Amendment Proposal F - To create a Class B common stock with
different super-voting rights.
For Against Abstain
Number of shares of common stock 27,346,476 1,738,544 47,680
(g) Advisory Charter Amendment Proposal G - To create a Class C common stock with
no voting rights and timed restriction on conversion rights.
For Against Abstain
Number of shares of common stock 27,851,122 1,232,949 48,629
(h) Advisory Charter Amendment Proposal H - To eliminate the ability of
stockholders to act by written consent.
For Against Abstain
Number of shares of common stock 27,845,662 1,238,227 48,811
(i) Advisory Charter Amendment Proposal I - To remove the provision renouncing
the corporate opportunity doctrine.
For Against Abstain
Number of shares of common stock 28,599,438 438,159 50,058
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(j) Advisory Charter Amendment Proposal J - To require a supermajority vote
consisting of two-thirds of outstanding shares of New BuzzFeed capital stock
for removal of directors for cause.
For Against AbstainNumber of shares of common stock 27,347,246 1,737,684 47,770
(k) Advisory Charter Amendment Proposal K - To increase the required voting
thresholds to two-thirds of outstanding shares of New BuzzFeed capital stock
to approve amendments to the bylaws and amendments to certain provisions of
the certificate of incorporation.
For Against AbstainNumber of shares of common stock 27,356,341 1,728,927 47,432
(l) Advisory Charter Amendment Proposal L - To require the approval by
affirmative vote of holders of at least 75% of the voting power of New
BuzzFeed's then-outstanding shares of Class A common stock, voting separately
as a single class, and the affirmative vote of holders of at least 75% of the
voting power of New BuzzFeed's then-outstanding shares of Class B common
stock, voting separately as a single class, to amend or repeal, or to adopt
any provision inconsistent with, Article IV(3) or Article XI(2) of the
Proposed Charter.
For Against AbstainNumber of shares of common stock 27,355,706 1,730,070 46,924
(4) The Stock Issuance Proposal
For Against Abstain
Number of shares of common stock 28,604,280 481,327 47,093
(5) The Director Election Proposal
Class I Nominees
(a) Angela Acharia
For Against AbstainNumber of shares of common stock 28,547,841 537,743 47,116
(b)Jonah Peretti For Against Abstain
Number of shares of common stock 28,605,293 480,291 47,116
Class II Nominees
(c) Joan Amble
For Against AbstainNumber of shares of common stock 28,547,811 537,772 47,117
(d)Adam Rothstein For Against Abstain
Number of shares of common stock 28,604,691 480,820 47,189
(e)Janet Rollé For Against Abstain
Number of shares of common stock 28,547,545 538,038 47,117
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Class III Nominees
(f) Greg Coleman
For Against AbstainNumber of shares of common stock 28,605,049 480,234 47,417
(g)Patrick Kerins For Against Abstain
Number of shares of common stock 28,604,993 480,590 47,117
(6) The Incentive Plan Proposal
For Against Abstain
Number of shares of common stock 28,391,952 692,803 47,945
(7) The Employee Stock Purchase Plan Proposal
For Against Abstain
Number of shares of common stock 28,605,142 480,594 46,964
Item 8.01. Other Events
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 99.1 Press Release issued by890 5th Avenue Partners, Inc. , datedDecember 2, 2021 . 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 5
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