ARCHAEA ENERGY INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on
On
The 2021 Plan, which shall become effective as of the date the Business
Combinations are consummated, will provide for the grant of options, stock
appreciation rights, restricted stock, restricted stock units, performance
awards, stock awards, dividend equivalents, other stock-based awards, cash
awards and substitute awards intended to align the interests of the Company's
service providers with those of its stockholders. Subject to adjustment in the
event of certain transactions or changes of capitalization in accordance with
the 2021 Plan, 11,300,000 shares, which represents approximately 10% of the
shares of Common Stock (as defined below) that will be outstanding following the
consummation of the Business Combinations (assuming that no shares of Common
Stock are redeemed), will initially be reserved for issuance pursuant to awards
under the 2021 Plan. The number of shares available for issuance under the 2021
Plan will be subject to an annual increase on the first day of each calendar
year beginning
A summary of the 2021 Plan is included in the section entitled "Proposal No. 5.
- The Incentive Plan Proposal" beginning on page 157 of the Company's definitive
proxy statement for the Special Meeting filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
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Set forth below are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is more fully described in the Proxy Statement and each of which was approved by the stockholders at the Special Meeting:
1. The Business Combination Proposal
(a) The "Aria Business Combination Proposal" - To approve and adopt the Aria
Merger Agreement and approve the Aria Merger:
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
25,395,263 60 7,150 0
RIG-Unaffiliated*
RIG-Unaffiliated* Common Stock Votes RIG-Unaffiliated* RIG-Unaffiliated*
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
18,940,476 60 7,150 0
* As described in the Proxy Statement, approval of the Aria Business Combination
Proposal required the affirmative vote of the holders of (a) a majority in
voting power of the outstanding shares of Common Stock and (b) a majority in
voting power of the outstanding shares of Common Stock held by stockholders who
are not affiliates or associates of
(b) The "Archaea Business Combination Proposal" - To approve and adopt the
Archaea Merger Agreement and approve the Archaea Merger:
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
25,395,263 60 7,150 0
RIG-Unaffiliated*
RIG-Unaffiliated* Common Stock Votes RIG-Unaffiliated* RIG-Unaffiliated*
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
18,940,476 60 7,150 0
* As described in the Proxy Statement, approval of the Archaea Business Combination Proposal required the affirmative vote of the holders of (a) a majority in voting power of the outstanding shares of Common Stock and (b) a majority in voting power of the outstanding shares of Common Stock held by stockholders who are not affiliates or associates of RIG.
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2. The "NYSE Proposal" - To approve, assuming the Aria Business Combination
Proposal and the Archaea Business Combination Proposal (the "Business
Combination Proposal") is approved and adopted, for purposes of complying with
applicable New York Stock Exchange listing rules, the issuance by the Company
of more than 20% of the Company's issued and outstanding shares of Common
Stock in the Business Combinations and the related private placement:
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
25,397,397 1,475 3,601 0
3. The "Charter Proposal" - To approve and adopt, assuming the Business
Combination Proposal and the NYSE Proposal are approved and adopted, the
Amended and Restated Certificate of Incorporation of the Company following
consummation of the Business Combinations (the "Combined Company"):
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
23,696,637 1,701,696 4,140 0
(a) Governance proposal regarding increase of authorized shares - To approve, on
a non-binding advisory basis, an increase in the total number of authorized
shares of all classes of capital stock to 1.1 billion shares, consisting of
900 million shares of Class A Common Stock, 190 million shares of Class B
Common Stock and 10 million shares of preferred stock:
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
23,111,075 2,281,098 10,300 0
(b) Governance proposal regarding exclusive forum - To approve, on a non-binding
advisory basis, the U.S. federal district courts to be the exclusive forum
for resolving any complaint asserting a cause of action arising under the
Securities Act of 1933, as amended, unless the Combined Company consents in
writing to the selection of an alternative forum:
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
24,824,912 570,320 7,241 0
(c) Governance proposal regarding removal of blank check status-related
provisions - To approve, on a non-binding advisory basis, the removal of
provisions in the Company's current certificate of incorporation related to
its status as a blank check company that will no longer apply upon the
consummation of the Business Combinations:
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
25,398,160 72 4,241 0
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4. The "Director Election Proposal" - To elect, assuming the Business Combination
Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted,
each of J. Kyle Derham , Kathryn Jackson and Scott Parkes to serve as Class I
directors until the 2022 annual meeting of stockholders, Joseph Malchow and
Daniel Joseph Rice , IV to serve as Class II directors until the 2023 annual
meeting of stockholders and Nicholas Stork and James Torgerson to serve as
Class III directors until the 2024 annual meetings of stockholders:
Class B
Class B Common
Common Stock
Stock Votes Broker
Nominee Votes For Withheld Non-Votes
J. Kyle Derham 5,931,350 0 0
Dr. Kathryn Jackson 5,931,350 0 0
Joseph Malchow 5,931,350 0 0
Scott Parkes 5,931,350 0 0
Daniel Joseph Rice, IV 5,931,350 0 0
Nicholas Stork 5,931,350 0 0
James Torgerson 5,931,350 0 0
5. The "Incentive Plan Proposal" - To approve and adopt, assuming the Business
Combination Proposal, the NYSE Proposal and the Charter Proposal are approved
and adopted, the 2021 Plan:
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
22,739,617 2,653,256 9,600 0
6. The adjournment proposal - To approve the adjournment of the Special Meeting
to a later date or dates, if necessary or appropriate, to permit further
solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Business
Combination Proposal, the NYSE Proposal, the Charter Proposal, the Director
Election Proposal or the Incentive Plan Proposal:
Common Stock VotesCommon Stock Votes For Against Common Stock Abstentions Broker Non-Votes
25,396,854 378 5,241 0
Item 7.01 Regulation FD Disclosure.
On
Item 8.01 Other Events.
As described in the Proxy Statement, the Company provided its Public Stockholders (as defined therein) with the opportunity to have all or a portion of their shares of Class A Common Stock redeemed for cash upon the closing of the Business Combinations. Holders of 46,972 shares of Class A Common Stock have exercised their redemption rights.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press release, datedSeptember 9, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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