Item 5.07 Submission of Matters to a Vote of Security Holders
At the special meeting in lieu of the 2021 annual meeting of stockholders (the
"Special Meeting") of Capitol Investment Corp. V ("Capitol"), holders of
32,472,407 shares of Capitol's common stock, which represented 75.298% of the
common stock outstanding and entitled to vote as of the record date of June 8,
2021, were represented in person or by proxy. The final voting results for each
matter submitted to a vote of the Capitol stockholders at the Special Meeting
are set forth below:
Approval of the Business Combination Proposal
The stockholders approved the adoption of the Agreement and Plan of Merger,
dated as of March 2, 2021 (the "Merger Agreement"), by and among Capitol,
Capitol V Merger Sub Inc. ("Merger Sub") and Doma Holdings, Inc., formally known
as "States Title Holding, Inc." ("Doma"), as amended by Amendment No. 1 to the
Merger Agreement, dated as of March 18, 2021 ("Amendment No. 1 to the Merger
Agreement"), by and among Capitol, Merger Sub and Doma. Copies of the Merger
Agreement and the Amendment No. 1 to the Merger Agreement are attached to our
definitive proxy statement/prospectus (the "Definitive Proxy") for the Special
Meeting filed with the Securities and Exchange Commission (the "Commission") on
July 2, 2021, and is incorporated herein by reference, as Annex A-1 and Annex
A-2, respectively. The Merger Agreement provides for, among other things, the
merger of Merger Sub with and into Doma (the "Merger"), with Doma, to be renamed
"States Title Holding, Inc.," surviving the Merger as a wholly owned subsidiary
of Capitol, which will be renamed "Doma Holdings, Inc." ("New Doma"), in
accordance with the terms and subject to the conditions of the Merger Agreement
(the "Business Combination Proposal"). The results of the stockholder vote with
respect to the Business Combination Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
31,380,524 1,052,686 39,197 N/A
Approval of the Charter Proposal
The stockholders approved the adoption of the proposed amended and restated
certificate of incorporation (the "Proposed Certificate of Incorporation") of
New Doma, which will replace Capitol's amended and restated certification of
incorporation, dated December 1, 2020 (the "Current Certificate of
Incorporation"), and will be in effect upon the closing of the transactions
contemplated by the Merger Agreement (the "Business Combination," and, such
proposal, the "Charter Proposal"). The results of the stockholder vote with
respect to the Charter Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
31,383,685 1,049,486 39,236 N/A
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The Advisory Charter Proposals
The stockholders approved, on a non-binding advisory basis, the following
material differences between the Proposed Certificate of Incorporation and the
Current Certificate of Incorporation:
Approval of Advisory Charter Proposal A
The stockholders approved the change of the name of New Doma to "Doma Holdings,
Inc." as opposed to "Capitol Investment Corp. V" ("Advisory Charter Proposal
A"). The results of the stockholder vote with respect to Advisory Charter
Proposal A were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
30,207,484 1,549,494 715,429
N/A
Approval of Advisory Charter Proposal B
The stockholders approved the change in the authorized capital stock of Capitol
from 400,000,000 shares of Class A common stock, par value $0.0001 per share
("Capital Class A Common Stock"), 50,000,000 shares of Class B common stock, par
value $0.0001 per share, and 50,000,000 shares of preferred stock, par value
$0.0001 per share, to 2,000,000,000 shares of common stock, par value $0.0001
per share, of New Doma (the "New Doma common stock") and 100,000,000 shares of
preferred stock, par value $0.0001 per share, of New Doma ("Advisory Charter
Proposal B"). The results of the stockholder vote with respect to Advisory
Charter Proposal B were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
28,147,700 3,605,050 719,657
N/A
Approval of Advisory Charter Proposal C
The stockholders approved the Proposed Certificate of Incorporation's removal of
various provisions applicable only to special purpose acquisition companies that
the Current Certificate of Incorporation contains, such as the obligation to
dissolve and liquidate if a business combination is not consummated in a certain
period of time ("Advisory Charter Proposal C"). The results of the stockholder
vote with respect to Advisory Charter Proposal C were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
30,206,895 1,549,764 715,748 N/A
Approval of the Stock Issuance Proposal
The stockholders approved the adoption of, for the purposes of complying with
the applicable listing rules of The New York Stock Exchange (the "NYSE"), the
issuance of (x) shares of New Doma common stock pursuant to the terms of the
Merger Agreement and (y) shares of New Doma common stock to certain
institutional investors in connection with a concurrent private placement, plus
any additional shares pursuant to subscription agreements we may enter into
prior to closing of the Business Combination (the "Stock Issuance Proposal").
The results of the stockholder vote with respect to the Stock Issuance Proposal
were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
30,632,375 1,800,420 39,612 N/A
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Approval of the Incentive Plan Proposal
The stockholders approved the Doma Holdings, Inc. Omnibus Incentive Plan (the
"Incentive Plan Proposal"). The results of the stockholder vote with respect to
the Incentive Plan Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
28,846,204 3,390,352 235,851
N/A
Approval of the ESPP Proposal
The stockholders approved the Doma Holdings, Inc. Employee Stock Purchase Plan
(the "ESPP Proposal"). The results of the stockholder vote with respect to the
ESPP Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,602,326 2,635,535 234,546 N/A
Approval of the Director Election Proposal
The stockholders approved the election of Max Simkoff, Serena Wolfe, Matthew E.
Zames, Stuart Miller, Charles Moldow, Karen Richardson, Sharda Cherwoo, Lawrence
Summers and Maxine Williams, who, upon consummation of the Business Combination,
will be directors of New Doma (the "Director Election Proposal").
The results of the stockholder vote with respect to the Director Election
Proposal were as follows:
Director Nominee Votes For Votes Against Abstentions Broker Non-Votes
Max Simkoff 8,625,000 0 0 N/A
Serena Wolfe 8,625,000 0 0 N/A
Matthew E. Zames 8,625,000 0 0 N/A
Stuart Miller 8,625,000 0 0 N/A
Charles Moldow 8,625,000 0 0 N/A
Karen Richardson 8,625,000 0 0 N/A
Sharda Cherwoo 8,625,000 0 0 N/A
Lawrence Summers 8,625,000 0 0 N/A
Maxine Williams 8,625,000 0 0 N/A
The proposal to approve the adjournment of the Special Meeting by the chairman
thereof to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the Special
Meeting, there are not sufficient votes to approve the Business Combination
Proposal, the Charter Proposal, the Stock Issuance Proposal, the Incentive Plan
Proposal, the ESPP Proposal and/or the Director Election Proposal was deemed not
necessary and not acted upon at the Special Meeting because there were
sufficient votes at the time of the Special Meeting to approve the adoption of
the required proposals.
Item 8.01 Other Events
A total of 29,484,128 shares of Capitol Class A Common Stock were presented for
redemption in connection with the Special Meeting (the "Redemptions").
The Merger Agreement provides that Doma's obligation to consummate the
transactions contemplated by the Merger Agreement (but not Capitol's) is
conditioned on, among other things, a requirement (the "Minimum Cash Condition")
that the cash and cash equivalents of Capitol and its subsidiaries as of the
Closing Date (the "Available New Doma Cash"), including (i) the cash available
to be released from Capitol's trust account following the Redemptions, (ii) the
proceeds actually received by Capitol in the PIPE Financing (as defined in the
Definitive Proxy) and (iii) cash and cash equivalents of Capitol and its
subsidiaries held outside of Capitol's trust account is equal to or greater than
$450,000,000 (the "Minimum Available Cash Amount"). As a result of the
Redemptions, there is approximately $350 million of Available New Doma Cash.
Doma in its sole discretion is expected to waive the failure to satisfy the
Minimum Cash Condition.
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Though not guaranteed, Capitol expects to close the Business Combination on July
28, 2021, subject to customary closing conditions, and for the New Doma common
stock and warrants to begin publicly trading on the NYSE under the new symbols
"DOMA" and "DOMA.WS," respectively, on July 29, 2021.
Forward-Looking Statements Legend
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target" or other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding estimates and forecasts of financial
and performance metrics, projections of market opportunity, total addressable
market ("TAM"), market share and competition and potential benefits of the
transactions described herein, and expectations related to the terms and timing
of the transactions described herein. These statements are based on various
assumptions, whether or not identified in this press release, and on the current
expectations of Doma's and Capitol's management and are not predictions of
actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict, will differ from assumptions and are beyond
the control of Doma and Capitol.
These forward-looking statements are subject to a number of risks and
uncertainties, including changes in business, market, financial, political and
legal conditions; the inability of the parties to successfully or timely
consummate the transactions described herein; failure to realize the anticipated
benefits of the transactions described herein; risks relating to the uncertainty
of the projected financial information with respect to Doma; future global,
regional or local economic, political, market and social conditions, including
due to the COVID-19 pandemic; the development, effects and enforcement of laws
and regulations, including with respect to the title insurance industry; Doma's
ability to manage its future growth or to develop or acquire enhancements to its
platform; the effects of competition on Doma's future business; the outcome of
any potential litigation, government and regulatory proceedings, investigations
and inquiries; and those other factors included in Capitol's final prospectus
relating to its initial public offering dated December 1, 2020 (File No.
333-249297) and the Definitive Proxy under the heading "Risk Factors," and other
documents Capitol filed, or will file, with the SEC.
If any of these risks materialize or Doma's or Capitol's assumptions prove
incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that neither
Doma nor Capitol presently know or that Doma or Capitol currently believe are
immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements
reflect Doma's and Capitol's expectations, plans or forecasts of future events
and views as of the date of this press release. Doma and Capitol anticipate that
subsequent events and developments will cause Doma's and Capitol's assessments
to change. However, while Doma and Capitol may elect to update these
forward-looking statements at some point in the future, Doma and Capitol
specifically disclaim any obligation to do so, except as required by law. These
forward-looking statements should not be relied upon as representing Doma's and
Capitol's assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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