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


On January 20, 2021, the Company held a special meeting in lieu of the 2020
annual meeting of stockholders (the "Special Meeting") via remote communication
to vote on the following proposals: (1) a proposal to adopt the Merger Agreement
and the transactions contemplated thereby (the "Business Combination Proposal"
or "Proposal No. 1"); (2) separate proposals to approve the following material
differences between the proposed amended and restated certificate of
incorporation of Acamar Partners (the "proposed charter") that will be in effect
upon the closing of the Merger and Acamar Partners' current certificate of
incorporation (the "existing charter") (collectively, the "Charter Proposals"):
(i) a proposal to increase the number of authorized shares of Acamar Partners
Class A common stock ("Proposal No. 2"); (ii) a proposal to create an additional
class of directors so that there will be three classes of directors with
staggered terms of office and make related changes ("Proposal No. 3"); (iii) a
proposal to provide that subject to the rights granted to certain stockholders
pursuant to the that certain Stockholders Agreement to be entered into at the
effective time of the Merger, directors may be removed from office only for
cause and only by the affirmative vote of holders of at least 66⅔% of the
outstanding shares entitled to vote thereon ("Proposal No. 4"); (iv) a proposal
to provide that an affirmative vote by the holders of at least 66⅔% of
the total voting power of the outstanding shares entitled to vote thereon be
required to amend, alter, change or repeal or adopt most charter provisions
("Proposal No. 5"); (v) a proposal to provide that an affirmative vote by the
holders of at least 66⅔% of the total voting power of the outstanding
shares entitled to vote be required to amend, alter, change or repeal the bylaws
( "Proposal No. 6"); (vi) a proposal to provide that certain transactions are
not "corporate opportunities" and that certain stockholders and their affiliates
be not subject to the doctrine of corporate opportunity ("Proposal No. 7");
(vii) a proposal to provide for additional changes to the proposed charter,
principally including changing Acamar Partners' name from "Acamar Partners
Acquisition Corp." to "CarLotz, Inc." and removing provisions applicable only to
special purpose acquisition companies ("Proposal No. 8"); and (viii) conditioned
upon the approval of Proposal No. 2, Proposal No. 3, Proposal No. 4, Proposal
No. 5, Proposal No. 6, Proposal No. 7 and Proposal No. 8, a proposal to approve
the proposed charter, which includes the approval of all other changes in the
proposed charter in connection with replacing the existing charter with the
proposed charter as of the effective time of the Merger ("Proposal No. 9" and,
collectively with Proposals 2 through 8, the "Charter Proposals"); (3) a
proposal to approve: (i) for purposes of complying with Nasdaq Listing Rule
5635(a) and (b), the issuance of more than 20% of the Company's issued and
outstanding common stock and the resulting change of control in connection with
the Merger; and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d),
the issuance of up to 12,500,000 shares of Acamar Partners Class A common stock
in connection with the sale of such shares to certain investors in a private
placement (the "PIPE Investment"), upon the completion of the Merger (the
"Nasdaq Proposal" or "Proposal No. 10"); (4) a proposal to approve and adopt the
2020 Incentive Award Plan of the Company, including the authorization of the
initial share reserve thereunder (the "Incentive Plan Proposal" or "Proposal No.
11"); (5) a proposal to elect, effective as of and subject to the effective time
of the Merger, David R. Mitchell, Luis Ignacio Solorzano Aizpuru and Kimberly H.
Sheehy as Class I directors, Michael W. Bor, Steven G. Carrel and James E.
Skinner as Class II directors and Linda B. Abraham and Sarah M. Kauss as Class
III directors to serve on the board of directors of the Company in accordance
with the proposed charter, until the 2021, 2022 and 2023 annual meetings of
stockholders, respectively, and until their respective successors are duly
elected and qualified or until their earlier resignation, removal or death (the
"Director Election Proposal" or "Proposal No. 12"); and (6) a proposal to
adjourn the Special Meeting 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 Proposals, the Nasdaq Proposal, the
Incentive Plan Proposal or the Director Election Proposal, or holders of Acamar
Partners Class A common stock have elected to redeem a number of shares such
that Acamar Partners would have less than $5,000,001 of net tangible assets or
would not have at least $175,000,000 of cash or cash equivalents on a
consolidated basis as of immediately prior to the closing of the Merger after
giving effect to the PIPE Investment of $125,000,000 and all redemptions but
without giving effect to the other transactions contemplated in the Merger
Agreement (the "Adjournment Proposal" or "Proposal No. 13").



  2






The Adjournment Proposal was not presented at the Special Meeting because there
were enough votes to approve the Business Combination Proposal, the Charter
Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Director
Election Proposal.

Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders of the Company at the Special Meeting.

Proposal No. 1. A proposal to adopt the Merger Agreement and approve the transactions contemplated thereby.





    For          Against      Abstain      Broker Non-Votes
  24,746,212        1,200        5,177                 0

Proposal No. 2. A proposal to increase the number of authorized shares of Acamar Partners Class A common stock.





    For          Against      Abstain      Broker Non-Votes
  24,737,923        8,652        6,014                 0




Proposal No. 3. A proposal to create an additional class of directors so that
there will be three classes of directors with staggered terms of office and make
related changes.



    For            Against       Abstain      Broker Non-Votes
  23,307,019       1,439,323        6,247                 0





Proposal No. 4. A proposal to provide that subject to the rights granted to
certain stockholders pursuant to the Stockholders Agreement to be entered into
at the effective time of the Merger, directors may be removed from office only
for cause and only by the affirmative vote of holders of at least 66⅔% of
the outstanding shares entitled to vote thereon.



    For            Against       Abstain      Broker Non-Votes
  23,223,901       1,522,264        6,424                 0




  3






Proposal No. 5. A proposal to provide that an affirmative vote by the holders of
at least 66⅔% of the total voting power of the outstanding shares
entitled to vote thereon is required to amend, alter, change or repeal or adopt
most charter provisions.



    For            Against       Abstain      Broker Non-Votes
  23,332,121       1,414,954        5,514                 0

Proposal No. 6. A proposal to provide that an affirmative vote by the holders of at least 66⅔% of the total voting power of the outstanding shares entitled to vote is required to amend, alter, change or repeal the bylaws.





    For            Against       Abstain      Broker Non-Votes
  23,331,011       1,414,864        6,714                 0

Proposal No. 7. A proposal to provide that certain transactions are not "corporate opportunities" and that certain stockholders and their affiliates are not subject to the doctrine of corporate opportunity.





    For            Against        Abstain      Broker Non-Votes
  23,296,263       1,346,104       110,222                 0

Proposal No. 8. A proposal to provide for additional changes to the proposed charter, principally including changing Acamar Partners' name from "Acamar Partners Acquisition Corp." to "CarLotz, Inc." and removing provisions applicable only to special purpose acquisition companies.





    For          Against      Abstain      Broker Non-Votes
  24,740,189        7,223        5,177                 0




Proposal No. 9. A proposal, conditioned upon the approval of Proposal No. 2,
Proposal No. 3, Proposal No. 4, Proposal No. 5, Proposal No. 6, Proposal No. 7
and Proposal No. 8, to approve the proposed charter, which includes the approval
of all other changes in the proposed charter in connection with replacing the
existing charter with the proposed charter as of the effective time of the

Merger.



    For            Against       Abstain      Broker Non-Votes
  23,401,456       1,344,356        6,777                 0





Proposal No. 10. A proposal to approve: (i) for purposes of complying with
Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the
Company's issued and outstanding common stock and the resulting change of
control in connection with the Merger; and (ii) for purposes of complying with
Nasdaq Listing Rule 5635(d), the issuance of up to 12,500,000 shares of Acamar
Partners Class A common stock in connection with the PIPE Investment, upon

the
completion of the Merger.



    For          Against      Abstain      Broker Non-Votes
  24,734,773       12,039        5,777                 0





  4

Proposal No. 11. A proposal to approve and adopt the 2020 Incentive Award Plan of the Company, including the authorization of the initial share reserve thereunder.





    For            Against       Abstain      Broker Non-Votes
  23,185,051       1,554,256       13,282                 0




Proposal No. 12. A proposal to elect, effective as of and subject to the
effective time of the Merger, David R. Mitchell, Luis Ignacio Solorzano Aizpuru
and Kimberly H. Sheehy as Class I directors, Michael W. Bor, Steven G. Carrel
and James E. Skinner as Class II directors and Linda B. Abraham and Sarah M.
Kauss as Class III directors to serve on the board of directors of the Company
in accordance with the proposed charter, until the 2021, 2022 and 2023 annual
meetings of stockholders, respectively, and until their respective successors
are duly elected and qualified or until their earlier resignation, removal

or
death.



                     Director                            For          Against      Abstain       Broker Non-Votes
                Class I directors

David R. Mitchell                                      24,740,716           0         11,873                     0
Luis Ignacio Solorzano Aizpuru                         22,960,454           0      1,792,135                     0
Kimberly H. Sheehy                                     24,740,740           0         11,849                     0
                Class II directors
Michael W. Bor                                         24,695,628           0         56,961                     0
Steven G. Carrel                                       24,740,716           0         11,873                     0
James E. Skinner                                       24,740,711           0         11,878                     0
                Class III directors
Linda B. Abraham                                       24,746,740           0          5,849                     0
Sarah M. Kauss                                         24,746,240           0          6,349                     0





  5

© Edgar Online, source Glimpses