Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


          Officers


2021 Equity Incentive Plan

At the Special Meeting, holders of 32,082,998 shares of FAII's common stock (consisting of 23,457,998 shares of Class A Common Stock and 8,625,000 shares of Class F common stock) were present in person or by proxy, representing 74.4% of FAII's common stock outstanding and entitled to vote as of the record date of May 24, 2021, and constituting a quorum for transaction of business.

In connection with the Special Meeting, FAII stockholders approved the ATI Physical Therapy 2021 Equity Incentive Plan (the "2021 Plan"), which makes available a number of shares of Class A Common Stock equal to 10% of the total number of shares of common stock of FAII issued and outstanding as of immediately after the consummation of the Business Combination. Based on FAII's anticipated capital stock upon the Closing, this will be approximately 20,728,254 shares of Class A Common Stock, which shall be the maximum number of shares of Class A Common Stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan. A summary of the 2021 Plan is included in FAII's definitive Proxy Statement (the "Definitive Proxy") for the Special Meeting filed with the Securities and Exchange Commission (the "Commission") on May 14, 2021 and is incorporated by reference, which summary is qualified in all respects by the full text of the 2021 Plan, included as Annex L to the Definitive Proxy.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the following proposals were submitted to and approved by the Company's stockholders as follows:

1. The Business Combination Proposal: To consider and vote upon a proposal to


    approve the Merger Agreement and the Business Combination, pursuant to which
    Wilco shall become a direct, wholly-owned subsidiary of FAII upon
    consummation of the Business Combination.




   For        Against    Abstain   Broker Non-Votes
29,453,105   2,618,674   11,219           0


The Business Combination Proposal was approved, having received "for" votes from holders of at least 50.1% of the votes cast by holders of outstanding shares of common stock represented in person or by proxy at the Special Meeting.

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2. The NYSE Issuance Proposal: To consider and vote upon a proposal to approve,


    for purposes of complying with applicable listing rules of the New York Stock
    Exchange ("NYSE"), the issuance of shares of common stock pursuant to the
    Merger Agreement and the Subscription Agreements, dated as of February 21,
    2021, by and between FAII and each of the investors thereto.




   For        Against    Abstain   Broker Non-Votes
29,452,365   2,618,574   12,059           0


The NYSE Issuance Proposal was approved, having received "for" votes from holders of at least 50.1% of the votes cast by holders of outstanding shares of common stock represented in person or by proxy at the Special Meeting.

3. The Charter Amendment Proposal: To consider and act upon a proposal to adopt


    the proposed Second Amended and Restated Certificate of Incorporation of FAII
    (the "Proposed Charter").




   For        Against    Abstain   Broker Non-Votes
29,450,228   2,620,574   12,196           0


The Charter Amendment Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of common stock.

4. The Governance Proposal: To consider and act upon, on a non-binding, advisory


    basis, a separate proposal with respect to certain governance provisions in
    FAII's Proposed Charter in accordance with the Commission requirement:




        a.  Number of Authorized Shares: To consider and vote upon an amendment to
            FAII's current charter to approve the increase of the total number of
            all classes of capital stock to 471,000,000, consisting of (a)
            470,000,000 shares of FAII common stock, including (i) 450,000,000
            shares of Class A Common Stock and (ii) 20,000,000 shares of FAII
            Class F common stock, and (b) 1,000,000 shares of FAII preferred
            stock.




   For       Against   Abstain   Broker Non-Votes
32,008,731   53,086    21,181           0




        b.  Board Classification: To consider and vote upon an amendment to FAII's
            current charter to require that the board of directors be divided into
            three classes, with only one class of directors being elected each
            year and members of each class (except for those initial directors
            appointed to Class I, Class II and Class III in connection with the
            Business Combination) serving a three-year term.




   For        Against    Abstain   Broker Non-Votes
25,991,377   6,064,816   26,805           0




        c.  Opt Out of Section 203 of the Delaware General Corporate Law: To
            consider and vote upon an amendment to FAII's current charter
            providing that ATI Physical Therapy, Inc. (f/k/a Fortress Value
            Acquisition Corp. II) will not be governed by Section 203 of the
            Delaware General Corporation Law (the "DGCL") and, instead, includes a
            provision that is substantially similar to Section 203 of the DGCL,
            but excludes the investment funds affiliated with Advent International
            Corporation ("Advent") and their transferees, any person that acquires
            ownership of voting stock of the Company directly from Advent or any
            of its affiliates or successors, and any of their respective
            affiliates or successors or any "group," or any member of any such
            group to which such persons are a party from the definition of
            "interested stockholder," and to make certain related changes.



For Against Abstain Broker Non-Votes 28,923,243 3,131,162 28,593

           0




        d.  Stockholder Vote Required to Amend the Certificate of Incorporation:
            To consider and vote upon an amendment to FAII's current charter to
            require that any amendments relating to Article V (Board of Directors)
            may only be made, in addition to any vote required by applicable law,
            by the affirmative vote of the holders of at least 66.7% of the voting
            power of all the then-outstanding shares of stock of FAII entitled to
            vote in the election of directors, voting together as a single class.



For Against Abstain Broker Non-Votes 25,956,917 6,098,541 27,540

           0


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        e.  Stockholder Vote Required to Amend the Bylaws: To consider and vote
            upon an amendment to FAII's current charter to require that any
            amendments relating to Article VIII of FAII's amended and restated
            bylaws (Indemnification) may only be made by the affirmative vote of
            the holders of at least 65% of the voting power of all the
            then-outstanding shares of capital stock of FAII.




   For        Against    Abstain   Broker Non-Votes
25,995,106   6,064,072   23,820           0




5.  The Director Election Proposal: To consider and vote upon a proposal to elect
    eight directors to serve on the FAII board of directors until the earlier of
    the closing and the 2023 annual meeting of stockholders, and until their
    respective successors are duly elected and qualified, subject to their
    earlier death, resignation or removal.




  a. Joshua A. Pack




   For       Withhold    Broker Non-Votes
26,743,087   5,339,911          0




  b. Andrew A. McKnight




   For       Withhold    Broker Non-Votes
26,391,440   5,691,558          0




  c. Marc Furstein




   For       Withhold    Broker Non-Votes
27,534,784   4,548,214          0




  d. Leslee Cowen




   For       Withhold    Broker Non-Votes
27,537,161   4,545,837          0




  e. Aaron F. Hood




   For       Withhold    Broker Non-Votes
30,794,475   1,288,523          0




  f. Carmen A. Policy




   For       Withhold   Broker Non-Votes
32,044,112    38,886           0




  g. Rakefet Russak-Aminoach




   For       Withhold   Broker Non-Votes
32,035,995    47,003           0




  h. Sunil Gulati




   For       Withhold   Broker Non-Votes
32,038,914    44,084           0

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All nominees for election to the board of directors of FAII to serve on the FAII board until the earlier of the closing and the 2023 annual meeting of stockholders were elected, each such nominee having received "for" votes from holders of at least a plurality of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.

6. The Incentive Plan Proposal: To consider and vote upon a proposal to approve


    the 2021 Plan.




   For        Against    Abstain   Broker Non-Votes
30,662,857   1,407,523   12,618           0

The Incentive Plan Proposal was approved, having received "for" votes from holders of at least 50.1% of the votes cast by holders of outstanding shares of common stock represented in person or by proxy at the Special Meeting.

In connection with the Special Meeting, FAII also solicited proxies with respect to the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or for any other reason permitted by the Merger Agreement in connection with, the approval of one or more of the proposals at the Special Meeting. As there were sufficient votes at the time of the Special Meeting to approve proposals 1 through 6 and to ensure that a quorum was present at the Special Meeting, the adjournment of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the holders of shares of FAII common stock for approval at the Special Meeting.

Item 7.01 Regulation FD Disclosure.

On June 16, 2021, the Company issued a press release announcing the approval of all of the proposals presented at the Special Meeting. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information under this Item 7.01 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number       Description

99.1           Press Release, dated as of June 16, 2021.

104          Cover Page Interactive Data File (embedded within the Inline XBRL document)

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