Item 5.07. Submission of Matters to a Vote of Security Holders
On May 28, 2021, Northern Star Acquisition Corp., a Delaware corporation
("Northern Star"), held an annual meeting of stockholders ("Meeting"), by means
of live audio webcast, which was called to approve the proposals relating to the
entry into and consummation of the Agreement and Plan of Reorganization, dated
as of December 16, 2020 (the "Merger Agreement"), by and among Northern Star,
NSAC Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of
Northern Star ("Merger Sub"), and Barkbox, Inc., a Delaware corporation
("Bark"). An aggregate of 18,959,543 shares of Northern Star's Class A common
stock and Class B common stock, voting together as a single class, which
represents a quorum of the outstanding common stock entitled to vote on the
record date of April 5, 2021, were represented at the Meeting in person (which
includes presence at the virtual meeting) or by proxy.
Northern Star's stockholders voted on the following proposals at the Meeting,
each of which was approved and each of which is described in greater detail in
the definitive proxy statement/prospectus (File No. 333-252603) filed by
Northern Star with the Securities and Exchange Commission on May 12, 2021.:
The Business Combination Proposal - To approve and adopt the Merger Agreement,
and the transactions contemplated therein, including the merger of Merger Sub
with and into Bark (the "Merger") and the issuance of shares of Northern Star
common stock to Bark's stockholders in the Merger. The following is a tabulation
of the votes with respect to this proposal, which was approved by Northern
Star's stockholders:
For Against Abstain Broker Non-Votes
18,812,152 145,246 2,145 0
The PIPE Proposal - To approve the issuance of an aggregate of 20,000,000 shares
of Northern Star common stock in a private placement at a price of $10.00 per
share, for an aggregate purchase price of $200,000,000, the closing of which is
subject to certain conditions, including, among other things, the closing of the
Merger. The following is a tabulation of the votes with respect to this
proposal, which was approved by Northern Star's stockholders:
For Against Abstain Broker Non-Votes
18,681,460 250,018 28,065 0
The Charter Proposals - To approve amendments to Northern Star's current amended
and restated certificate of incorporation, to:
a. Change the name of Northern Star from "Northern Star Acquisition Corp." to
"The Original BARK Company." The following is a tabulation of the votes with
respect to this proposal, which was approved by Northern Star's stockholders:
For Against Abstain Broker Non-Votes
18,816,862 138,202 4,479 0
b. Increase the number of shares of common stock Northern Star is authorized to
issue to 500,000,000 shares, as opposed to the current number of 150,000,000
shares, and to remove the provisions for Northern Star's current Class B common
stock (the shares of which will all convert into shares of Class A common stock
in connection with the Merger) so that the Class B common stock will cease to
exist and Northern Star will have a single class of common stock. The following
is a tabulation of the votes with respect to this proposal, which was approved
by Northern Star's stockholders:
For Against Abstain Broker Non-Votes
18,592,451 333,182 33,910 0
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c. Add supermajority voting provisions requiring the affirmative vote of the
holders of 66 2/3% of the voting power of all of the then outstanding shares of
the capital stock of Northern Star to amend certain provisions of the second
amended and restated certificate of incorporation, to adopt, amend or repeal any
provision of the bylaws, or to remove any director, or the entire Board of
Directors of Northern Star. The following is a tabulation of the votes with
respect to this proposal, which was approved by Northern Star's stockholders:
For Against Abstain Broker Non-Votes
16,594,434 2,339,978 25,131 0
d. Remove the various provisions applicable only to special purpose acquisition
companies (such as the obligation to dissolve and liquidate if a business
combination is not consummated within a certain period of time) and make certain
other immaterial changes that the Northern Star board of directors deemed
appropriate. The following is a tabulation of the votes with respect to this
proposal, which was approved by Northern Star's stockholders:
For Against Abstain Broker Non-Votes
18,778,038 159,807 21,698 0
The Director Election Proposal - To elect seven directors to the board of
directors of Northern Star to serve following the consummation of the business
combination. The following is a tabulation of the votes with respect to each
director elected at the Meeting:
Director For Withheld Broker Non-Vote
Class A
Jonathan J. Ledecky 18,631,869 327,674 0
Henrik Werdelin 18,732,028 227,515 0
Elizabeth McLaughlin 18,731,919 227,624 0
Class B
Joanna Coles 18,631,491 328,052 0
Matt Meeker 18,725,918 233,625 0
Class C
Manish Joneja 18,718,160 241,383 0
Jim McGinty 18,717,249 242,294 0
The Incentive Plan Proposal - To approve the 2021 Equity Inventive Plan. The
following is a tabulation of the votes with respect to this proposal, which was
approved by Northern Star's stockholders:
For Against Abstain Broker Non-Votes
16,365,332 2,481,797 112,414 0
The ESPP Proposal - To approve the 2021 Employee Stock Purchase Plan. The
following is a tabulation of the votes with respect to this proposal, which was
approved by Northern Star's stockholders:
For Against Abstain Broker Non-Votes
18,711,362 198,414 49,767 0
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Because each of the foregoing proposals were approved and because Northern Star
and Bark did not anticipate requiring additional time to complete the Merger,
the proposal to adjourn the Meeting to a later date or dates was not presented
at the Meeting.
Item 7.01. Regulation FD Disclosure.
On May 28, 2021, Northern Star and Bark issued a press release announcing the
results of the Meeting. The press release is attached as Exhibit 99.1 hereto.
The information set forth under this Item 7.01, including the exhibit hereto, is
intended to be furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act")
or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended ("Securities Act") or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
99.1 Press release, dated May 28, 2021.
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