AYRO, INC. Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On
stockholders (the "Special Meeting"). At the Special Meeting, the holders of
2,070,470 shares of common stock of DropCar , and the holders of 15,018 shares
of Series H-6 Convertible Preferred Stock of DropCar (which shares are
convertible into 1,386,174 shares of common stock and which are therefore
entitled to 1,386,174 votes), were present via webcast or represented by
proxy, which represents 58.23% of the total outstanding shares of the
Corporation entitled to vote as of the record date of April 14, 2020 . The
shares of common stock and the shares of Series H-6 Convertible Preferred
Stock voted together as a single class on each proposal.
(b) The following actions were taken in the Special Meeting:
(1) The proposal to approve, for purposes of complying with Nasdaq Listing Rule
5635(d), the issuance of shares of DropCar's common stock to AYRO, Inc.
equity holders and to other parties in connection with the merger of ABC
Merger Sub, Inc. , a Delaware corporation and a wholly owned subsidiary of
DropCar (the "Merger Sub"), with and into AYRO, Inc. , a Delaware corporation
("AYRO"), pursuant to the terms and conditions of the Agreement and Plan of
Merger and Reorganization, dated as of December 19, 2019 , as amended, by and
among DropCar , the Merger Sub and AYRO (the "Merger Agreement"), the Merger
Agreement and the transactions contemplated thereby or in connection
therewith (the "DropCar Share Issuance Proposal"), was approved based on the
following votes:
Votes For Votes Against Votes Abstain Broker Non-Vote
3,405,483 46,847 4,314 0
(2) The proposal to approve an amendment to
certificate of incorporation to effect a reverse stock split with a ratio
between 1-for-10 and 1-for-30 with respect to the issued and outstanding
common stock of the combined company immediately following the merger (the
"Reverse Stock Split Proposal"), was approved based on the following votes:
Votes For Votes Against Votes Abstain Broker Non-Vote
3,073,764 297,244 85,636 0
(3) The proposal to approve the sale of substantially all of the assets of
DropCar (the "Asset Sale Transaction") pursuant to the terms and conditions of the Asset Purchase Agreement, dated as ofDecember 19, 2019 (the "Asset Purchase Agreement"), by and amongDropCar ,DropCar Operating Company, Inc. ,DC Partners Acquisition, LLC ("DC Partners "),Spencer Richardson andDavid Newman (the "Asset Sale Proposal"), was approved based on the following votes: Votes For Votes Against Votes Abstain Broker Non-Vote 3,220,233 100,308 136,103 0
(4) The proposal to approve an amendment to
incorporation to provide for the reduction of the conversion price of the
Series H-4 Convertible Preferred Stock to $0.50 per share and the automatic
conversion of such shares into DropCar common stock and to authorize, for
purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of
shares of DropCar common stock in connection therewith (the "DropCar
Preferred Conversion Proposal"), was approved based on the following votes:
Votes For Votes Against Votes Abstain Broker Non-Vote
3,237,908 156,581 62,155 0
(5) The proposal to approve the amendment and restatement of
certificate of incorporation in its entirety (the "A&R Charter Proposal"),
was approved based on the following votes:
Votes For Votes Against Votes Abstain Broker Non-Vote
3,328,601 63,468 64,575 0
(6) The proposal to approve the 2020 Long-Term Equity Incentive Plan (the
"Incentive Plan Proposal"), was approved based on the following votes:
Votes For Votes Against Votes Abstain Broker Non-Vote
3,223,640 173,136 59,868 0
(7) The proposal to approve, on a non-binding advisory basis, the compensation
that may be paid or become payable to DropCar's named executive officers in
connection with the merger (the "DropCar Golden Parachute Compensation
Proposal"), was approved by an advisory vote, based on the following votes:
Votes For Votes Against Votes Abstain Broker Non-Vote
2,941,127 350,976 164,541 0
(8) The proposal to adjourn the special meeting to a later date or dates, if
necessary, to permit the solicitation of additional proxies if, based upon
the tabulated vote at the time of the special meeting, there are not
sufficient votes to approve one or more proposals presented to stockholders
for vote (the "Adjournment Proposal"), was approved based on the following
votes:
Votes For Votes Against Votes Abstain Broker Non-Vote
3,295,879 96,336 64,429 0
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