Item 5.07 Submission of Matters to a Vote of Security Holders
On June 9, 2022, Atlas Technical Consultants, Inc. (the "Company") held its 2022
Annual Meeting of Shareholders (the "Annual Meeting"). The proposals voted upon
at the Annual Meeting and the final voting results are indicated below. For
additional information on these proposals, please see the Company's definitive
proxy statement filed with the Securities and Exchange Commission on April 26,
2022.
Proposal 1: To elect the three Class III directors named in the proxy statement
to serve until the annual meeting of stockholders to be held in 2025. All
nominees were elected by the votes indicated.
Nominee Voted For Vote Withheld Broker Non-Votes
Thomas H. Henley 25,426,384 4,090,629 2,556,327
Leonard K. Lemoine 29,147,746 369,267 2,556,327
Collis Temple, III 28,740,045 776,968 2,556,327
Proposal 2: To ratify the selection of Grant Thornton LLP as the independent
registered public accounting firm for the Company for the fiscal year ending
December 31, 2022. The proposal was approved by the votes indicated.
For Against Abstentions
32,026,841 20,538 25,961
Proposal 3: To vote on the amendment and restatement of the Company's Second
Amended and Restated Certificate of Incorporation (the "Charter") to, among
other items, eliminate the supermajority voting requirements to amend the
Charter and the Company's Amended and Restated Bylaws. The proposal was approved
by the votes indicated.
For Against Abstentions Broker Non-Votes
28,904,425 71,713 540,875 2,556,327
Item 8.01 Other Events
The Company is the sole managing member of Atlas TC Holdings LLC, a Delaware
limited liability company ("Holdings"). Holdings is the sole managing member of
Atlas Intermediate Holdings LLC, a Delaware limited liability company ("Atlas
Intermediate Holdings"). On June 6, 2022, Atlas Intermediate Holdings LLC
entered into a cap transaction with JPMorgan Chase Bank, N.A. ("JPMorgan") with
respect to interest rates. The transaction was intended to mitigate the risk of
interest rate fluctuations in connection with interest payments due under the
Credit Agreement dated as of February 25, 2021 among Holdings, Atlas
Intermediate Holdings, the Lenders from time to time party thereto, and
Wilmington Trust, National Association. The cap transaction is effective as of
June 1, 2022, and has a maturity date of June 1, 2025. Under the cap
transaction, JPMorgan will make payments to Atlas Intermediate Holdings on a
monthly basis to the extent that a specified benchmark rate of interest for the
applicable month exceeds 3.0%. Each monthly payment by JPMorgan will be
calculated based on the product of (i) a notional amount of $500,000,000 and
(ii) the positive difference between the applicable benchmark rate of interest
for the month minus 3.0%. If the applicable benchmark rate of interest for a
month equals or is less than 3.0%, no payment will be due from JPMorgan to Atlas
Intermediate Holdings for such month. Under the cap transaction, Atlas
Intermediate Holdings will make monthly payments to JPMorgan reflecting deferred
premium. The cap transaction is governed by an ISDA Master Agreement dated as
of June 5, 2022 between JPMorgan and Atlas Intermediate Holdings, including the
Schedule thereto and the cap transaction confirmation dated June 6, 2022.
2© Edgar Online, source Glimpses
ATLAS TECHNICAL CONSULTANTS, INC. 
