Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Origin Materials, Inc. 2021 Equity Incentive Plan
On June 23, 2021, in connection with an extraordinary general meeting of
shareholders (the "Special Meeting"), shareholders of Artius Acquisition Inc.
(the "Company" or "Artius") approved the Origin Materials, Inc. 2021 Equity
Incentive Plan (the "2021 Plan"), which initially makes available a maximum
number of shares of Origin Materials, Inc.'s ("Origin Materials, Inc." refers to
Artius after consummation of the Business Combination, as defined below) common
stock equal to 10% of the fully-diluted shares of common stock of Origin
Materials, Inc. outstanding immediately following consummation of the Business
Combination (the "Closing"). Additionally, the number of shares of Origin
Materials, Inc. common stock reserved for issuance under the 2021 Plan will
automatically increase on January 1 of each year, starting on January 1, 2022
and ending on and including January 1, 2031, in an amount equal to the lesser of
(i) 5% of the aggregate number of shares of Origin Materials, Inc. common stock
outstanding (or issuable upon conversion or exercise of outstanding instruments)
on the final day of the immediately preceding calendar year, (ii) such smaller
number of shares as is determined by Origin Material's board of directors, or
(iii) a lesser number of shares of Origin Materials, Inc. common stock that
would not result in the share reserve exceeding 15% of the fully-diluted shares
of Origin Materials, Inc. common stock as of the final day of the immediately
preceding calendar year. The maximum number of shares of Origin Materials, Inc.
common stock that may be issued pursuant to the exercise of incentive stock
options granted under the 2021 Plan will be a number of shares equal to 300% of
the initial share reserve described above. A summary of the 2021 Plan is
included in the Company's definitive proxy statement/prospectus (the "Proxy
Statement/Prospectus") filed with the U.S. Securities and Exchange Commission
("SEC") on May 27, 2021 and mailed to shareholders on or about June 1, 2021, and
is incorporated by reference, which summary is qualified in all respects by the
full text of the 2021 Plan, included as Annex H to the Proxy
Statement/Prospectus.
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Origin Materials, Inc. 2021 Employee Stock Purchase Plan
On June 23, 2021, in connection with the Special Meeting, shareholders of Artius
approved the Origin Materials, Inc. 2021 Employee Stock Purchase Plan (the
"ESPP"), which initially makes available for sale a maximum number of shares of
Origin Materials, Inc's common stock equal to 1% of the total number of shares
of Origin Materials, Inc. common stock issued and outstanding (or issuable upon
conversion or exercise of outstanding instruments) as of immediately after
Closing. Additionally, the number of shares of Origin Materials, Inc. common
stock reserved for issuance under the ESPP will automatically increase on
January 1 of each year, starting on January 1, 2022 and ending on and including
January 1, 2031, in an amount equal to the lesser of (i) 1% of the aggregate
number of shares of Origin Materials, Inc. common stock outstanding (or issuable
upon conversion or exercise of outstanding instruments) on the final day of the
immediately preceding calendar year, (ii) a number of shares equal to 200% of
the initial share reserve described above or (iii) such smaller number of shares
as is determined by Origin Materials, Inc.'s board of directors. A summary of
the ESPP is included in the Company's Proxy Statement/Prospectus and is
incorporated by reference, which summary is qualified in all respects by the
full text of the ESPP, included as Annex I to the Proxy Statement/Prospectus.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 23, 2021, Artius convened the Special Meeting held in connection with
the Company's previously announced business combination (the "Business
Combination") with Micromidas, Inc., a Delaware corporation doing business as
Origin Materials ("Micromidas"), pursuant to the Agreement and Plan of Merger
and Reorganization, dated as of February 16, 2021 (as amended by the letter
agreement dated March 5, 2021, and as further amended or modified from time to
time, the "Merger Agreement"), by and among Artius, Micromidas and Zero Carbon
Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of
Artius ("Merger Sub"). Each proposal voted on at the Special Meeting is
described in greater detail in the Proxy Statement/Prospectus.
As of the close of business on May 19, 2021, the record date for the Special
Meeting, there were an aggregate of 72,450,000 Class A ordinary shares of
Artius, par value $0.0001 per share, and 18,112,500 Class B ordinary shares of
Artius, par value $0.0001 per share (the Class A and Class B together, the
"Artius Ordinary Shares"), outstanding, each of which was entitled to one vote
at the Special Meeting. At the Special Meeting, a total of 58,972,042 Artius
Ordinary Shares, representing approximately 65.11% of the outstanding ordinary
shares entitled to vote, were present virtually or by proxy, constituting a
quorum.
Each of the proposals voted on at the Special Meeting was approved by the
Company's shareholders, and the voting results are set forth below.
1. The Domestication Proposal - To approve by special resolution under Cayman
Islands law, assuming the Transaction Proposal is approved and adopted, the
change of Artius's corporate structure and domicile (the "Domestication") by way
of continuation from an exempted company incorporated under the laws of the
Cayman Islands to a corporation incorporated under the laws of the State of
Delaware (such proposal, the "Domestication Proposal").
For Against Abstain
56,433,241 2,536,878 1,923
2. The Transaction Proposal - To approve by ordinary resolution under Cayman
Islands law and adopt the Merger Agreement and the transactions contemplated
thereby. Upon consummation of the transactions contemplated by the Merger
Agreement, including the Domestication, Merger Sub will be merged with and into
Micromidas, the separate existence of Merger Sub shall cease, and Micromidas
will survive and become a wholly-owned subsidiary of Artius (such proposal, the
"Transaction Proposal").
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For Against Abstain
56,433,318 2,537,799 925
3. The Issuance Proposal - To approve by ordinary resolution under Cayman
Islands law, for the purposes of complying with the applicable listing rules of
the Nasdaq Listed Company Manual, the issuance of more than 20% of Artius's
issued and outstanding voting power to Micromidas stockholders in connection
with the Business Combination (such proposal, the "Issuance Proposal").
For Against Abstain
55,930,936 2,543,128 497,978
4. The Interim Charter Proposal - To approve and adopt by special resolution
under Cayman Islands law the amendment and restatement of the Amended and
Restated Memorandum and Articles of Association of Artius by the deletion in
their entirety and the substitution in their place of the proposed Interim
Certificate of Incorporation and Bylaws, as defined in the Proxy
Statement/Prospectus, which if approved, would be in effect as of the
Domestication and prior to the effective time of the Merger (the "Effective
Time"), and as of the Domestication respectively (such proposal, the "Interim
Charter Proposal"). Copies of the proposed Interim Certificate of Corporation
and the Bylaws are attached to the Proxy Statement/Prospectus as Annex C and
Annex D, respectively.
For Against Abstain
55,956,340 2,537,866 477,836
5. The Charter Proposal - To approve and adopt by special resolution under
Cayman Islands law the amendment and restatement of the proposed Interim
Certificate of Corporation that is in effect immediately prior to the Effective
Time by the deletion in its entirety and the substitution in its place of the
proposed Certificate of Incorporation of Artius, which, if approved, would take
effect at the Effective Time (such proposal, the "Charter Proposal"). A copy of
the Certificate of Incorporation is attached to the Proxy Statement/Prospectus
as Annex E.
For Against Abstain
55,955,591 2,538,216 478,235
6. The Organizational Documents Proposal - To approve and adopt eight separate
proposals with respect to certain material differences between the existing
organizational documents of Artius and the proposed Interim Certificate of
Incorporation, the proposed Certificate of Incorporation and the proposed Bylaws
of Artius (such proposal, the "Organizational Documents Proposal"). The vote to
approve the Organizational Documents Proposal is an advisory vote, and
therefore, is not binding on Artius, Micromidas, the board of directors of
Artius or the board of directors of Micromidas.
For Against Abstain
49,544,488 8,170,293 1,257,261
7. The Equity Incentive Plan Proposal - To approve by ordinary resolution under
Cayman Islands law the 2021 Plan and any form award agreements thereunder, a
copy of which is attached to the Proxy Statement/Prospectus as Annex H (such
proposal, the "Equity Incentive Plan Proposal").
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For Against Abstain
55,688,315 2,796,931 486,796
8. The ESPP Proposal - To approve by ordinary resolution under Cayman Islands
law the ESPP and any form award agreements thereunder, a copy of which is
attached to the Proxy Statement/Prospectus as Annex I (such proposal, the "ESPP
Proposal").
For Against Abstain
55,674,890 2,795,734 501,418
9. The Director Proposal - To approve by ordinary resolution under Cayman
Islands law, assuming the Domestication Proposal, the Transaction Proposal, the
Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the
Equity Incentive Plan Proposal and the ESPP Proposal are approved and adopted,
the election and service of (i) William Harvey, Boon Sim and Pia Heidenmark Cook
as Class I directors, (ii) Charles Drucker, Kathleen B. Fish and Rich Riley as
Class II directors, and (iii) John Bissell, Benno O. Dorer and Karen Richardson
as Class III directors on the board of directors of the Combined Company, until
the first, second and third annual meeting of stockholders following the date of
the filing of the certificate of incorporation, as applicable, and until their
respective successors are duly elected and qualified.
The voting results with respect to the election of William Harvey were as
follows:
For Withhold
55,997,792 2,974,250
The voting results with respect to the election of Boon Sim were as follows:
For Withhold
55,972,743 2,999,299
The voting results with respect to the election of Pia Heidenmark Cook were as
follows:
For Withhold
55,996,364 2,975,678
The voting results with respect to the election of Charles Drucker were as
follows:
For Withhold
55,995,870 2,976,172
The voting results with respect to the election of Kathleen B. Fish were as
follows:
For Withhold
55,994,569 2,977,473
The voting results with respect to the election of Rich Riley were as follows:
For Withhold
55,997,568 2,974,474
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The voting results with respect to the election of John Bissell were as follows:
For Withhold
55,972,559 2,999,483
The voting results with respect to the election of Benno O. Dorer were as
follows:
For Withhold
55,998,270 2,973,772
The voting results with respect to the election of Karen Richardson were as
follows:
For Withhold
55,996,968 2,975,074
10. The Adjournment Proposal - To approve by ordinary resolution under Cayman
Islands law the adjournment of the Special Meeting by the chairman to a later
date or dates, if necessary, to permit further solicitation and vote of proxies
if it is determined by Artius that more time is necessary to approve the
Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the
Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan
Proposal, the ESPP Proposal or the Director Election Proposal but no other
proposal if the Required Proposals, as defined in the Merger Agreement, are
approved.
For Against Abstain
54,915,105 3,567,635 489,302
Item 8.01. Other Events.
As described in Item 5.07 above, the Company's shareholders approved the
Business Combination and related matters on June 23, 2021. The Business
Combination is expected to close on June 25, 2021, subject to the satisfaction
of customary closing conditions.
Forward Looking Statements
Certain statements made in this Current Report on Form 8-K, and oral statements
made from time to time by representatives of Artius are "forward looking
statements" within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. Statements regarding
the proposed business combination and expectations regarding the combined
business are "forward looking statements." In addition, words such as
"estimates," "projects," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "would," "should," "future,"
"propose," "target," "goal," "objective," "outlook" and variations of these
words or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside Artius's
control, that could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important factors, among
others, that may affect actual results or outcomes include: the inability of
Artius to complete the contemplated transactions with Micromidas and Merger Sub;
the inability to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things, the amount of funds
available in Artius's trust account following any redemptions by Artius's
shareholders; changes in general economic conditions, including as a result of
the COVID-19 pandemic; the outcome of litigation related to or arising out of
the proposed business combination, or any adverse developments therein or delays
or costs resulting therefrom; the ability to meet The Nasdaq Capital Market's
listing standards following the consummation of the transactions contemplated by
the proposed business combination; costs related to the proposed business
combination; those factors discussed in Artius's annual report on Form 10-K,
filed with the SEC on March 5, 2021 and as amended on May 3, 2021, under the
heading "Risk Factors"; those factors discussed in the Proxy
Statement/Prospectus under the heading "Risk Factors" and other documents of
Artius filed, or to be filed, with the SEC. Artius does not undertake any
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
law.
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