Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
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 approve the business combination described in the Proxy Statement/Prospectus, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the Proxy Statement/Prospectus. The following is a tabulation of the votes with respect to this proposal, which was approved by (x) holders of the Common Stock, voting together as a single class, (y) holders of the Common Stock not owned, directly or indirectly by CBRE Group, Inc., any of its affiliates or any executive officers of CBAH, and (z) holders the CBAH Class B common stock, voting separately as a single class:
For Against Abstain CBAH Class A common stock 24,284,306 2,816,339 1,200 CBAH Class B common stock 2,012,500 - - Common Stock 26,296,806 2,816,339 1,200 Shares not owned, directly or indirectly by CBRE Group, Inc., its affiliates or any executive officer of the Company 24,364,806 2,816,339 1,200
Proposal No. 2. A proposal to approve and adopt the third amended and restated
certificate of incorporation of CBAH in the form attached to the Proxy
Statement/Prospectus (the "third amended and restated certificate of
incorporation"), presented separately in accordance with
2A: A proposal to approve an amendment to the CBAH certificate of incorporation to make certain changes to the number of conversion shares issued upon conversion of the CBAH Class B common stock, including decreasing the vesting period from ten years to seven years. The following is a tabulation of the votes with respect to this proposal 2A, which was approved by (x) holders of the Common Stock, voting together as a single class and (y) holders the CBAH Class B common stock, voting separately as a single class:
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For Against Abstain CBAH Class A common stock 24,284,306 2,816,339 1,200 CBAH Class B common stock 2,012,500 - - Common Stock 26,296,806 2,816,339 1,200
2B: A proposal to approve an amendment to the CBAH certificate of incorporation
to create the Class
For Against Abstain CBAH Class A common stock 24,182,206 2,819,655 99,984 CBAH Class B common stock 2,012,500 - - Common Stock 26,194,706 2,819,655 99,984
2C: A proposal to approve an amendment to the CBAH certificate of incorporation
to provide that the federal district courts of the
For Against Abstain
CBAH Class A common stock 24,180,634 2,817,955 103,256 CBAH Class B common stock 2,012,500
- - Common Stock 26,193,134 2,817,955 103,256
2D: A proposal to adopt the third amended and restated certificate of incorporation. The following is a tabulation of the votes with respect to this proposal 2D, which was approved by (x) holders of the Common Stock, voting together as a single class and (y) holders the CBAH Class B common stock, voting separately as a single class:
For Against Abstain CBAH Class A common stock 24,183,090 2,816,699 102,056 CBAH Class B common stock 2,012,500 - - Common Stock 26,195,590 2,816,699 102,056
Proposal No. 3. A proposal to vote upon, on a non-binding advisory basis,
certain governance provisions in the third amended and restated certificate of
incorporation, presented separately in accordance with
3A. A proposal to increase the total number of authorized shares of all classes of capital stock of CBAH from 261,000,000 shares to 1,000,000,000 shares, which would consist of (i) increasing the authorized CBAH Class A common stock from 250,000,000 shares to 988,591,250 shares, (ii) decreasing CBAH's authorized Class B common stock from 10,000,000 shares to 1,408,750 shares and (iii) increasing CBAH's authorized preferred stock from 1,000,000 shares to 10,000,000 shares. The following is a tabulation of the votes with respect to this proposal 3A, which was approved by (x) holders of the Common Stock, voting together as a single class, (y) holders of the Common Stock not owned, directly or indirectly by CBRE Group, Inc., any of its affiliates or any executive officers of CBAH, and (z) holders the CBAH Class B common stock, voting separately as a single class:
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For Against Abstain CBAH Class A common stock 20,321,407 6,423,718 356,720 CBAH Class B common stock 2,012,500 - - Common Stock 22,333,907 6,423,718 356,720 Shares not owned, directly or indirectly by CBRE Group, Inc., its affiliates or any executive officer of the Company 20,401,907 6,423,718 356,720
3B. A proposal to approve provisions of the third amended and restated certificate of incorporation that provide that any amendment, alteration, repeal or rescission, in whole or in part, of the provisions of the third amended and restated certificate of incorporation governing amendments to the third amended and restated certificate of incorporation or Company's bylaws, the board of directors of the Company, limitations on director liability or stockholder action by written consent shall require the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of CBAH Class A common stock. The third amended and restated certificate of incorporation further provides that, notwithstanding anything that might otherwise permit a lesser vote of the Company's stockholders, any amendment to the Company's bylaws by its stockholders shall require the affirmative vote of a majority of the CBAH Class A common stock, voting together as a single class. The following is a tabulation of the votes with respect to this proposal 3B, which was approved by (x) holders of the Common Stock, voting together as a single class, (y) holders of the Common Stock not owned, directly or indirectly by CBRE Group, Inc., any of its affiliates or any executive officers of CBAH, and (z) holders the CBAH Class B common stock, voting separately as a single class:
For Against Abstain CBAH Class A common stock 23,736,292 3,082,957 282,596 CBAH Class B common stock 2,012,500 - - Common Stock 25,748,792 3,082,957 282,596 Shares not owned, directly or indirectly by CBRE Group, Inc., its affiliates or any executive officer of the Company 23,816,792 3,082,957 282,596
3C. A proposal to approve provisions of the third amended and restated certificate of incorporation that provide that that certain transactions not be deemed to be "corporate opportunities" under the third amended and restated certificate of incorporation and that members of the board of directors of the Company who are not employees of Company and their respective affiliates, and any stockholder that has the right to appoint a director under the Investor Rights Agreement (as defined in the Proxy Statement/Prospectus) and such stockholder's affiliates be permitted to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage. The following is a tabulation of the votes with respect to this proposal 3C, which was approved (x) holders of the Common Stock, voting together as a single class, (y) holders of the Common Stock not owned, directly or indirectly by CBRE Group, Inc., any of its affiliates or any executive officers of CBAH, and (z) holders the CBAH Class B common stock, voting separately as a single class:
For Against Abstain CBAH Class A common stock 20,322,475 6,494,085 285,285 CBAH Class B common stock 2,012,500 - - Common Stock 22,334,975 6,494,085 285,285 Shares not owned, directly or indirectly by CBRE Group, Inc., its affiliates or any executive officer of the Company 20,402,975 6,494,085 285,285
Proposal No. 4. A proposal to approve and adopt the 2021 Omnibus Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder. The following is a tabulation of the votes with respect to this proposal, which was approved by (x) holders of the Common Stock, voting together as a single class and (y) holders the CBAH Class B common stock, voting separately as a single class:
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For Against Abstain CBAH Class A common stock 24,075,931 2,921,793 104,121 CBAH Class B common stock 2,012,500 - - Common Stock 26,088,431 2,921,793 104,121
Proposal No. 5. A proposal to approve and adopt the 2021 Employee Stock Purchase Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder. The following is a tabulation of the votes with respect to this proposal, which was approved by (x) holders of the Common Stock, voting together as a single class and (y) holders the CBAH Class B common stock, voting separately as a single class:
For Against Abstain CBAH Class A common stock 24,168,587 2,829,792 103,466 CBAH Class B common stock 2,012,500 - - Common Stock 26,181,087 2,829,792 103,466
Proposal No. 6. A proposal to elect seven directors to serve staggered terms on
the board of directors of the Company until immediately following the annual
meeting of the Company's stockholders for the calendar year ended
Director For Withheld Class I Sarah Coyne 21,774,203 5,327,642 Sharon Daley 26,987,394 114,451 Richard Peretz 25,820,077 1,281,768 Class II Christine Detrick 25,817,477 1,284,368 Rob Horn 26,987,998 113,847 Class III Gregg Felton 26,987,998 113,847 Lars Norell 26,987,989 113,856
Proposal No. 7. A proposal to approve, for purposes of complying with the
applicable provisions of Section 312.03 of the
For Against Abstain CBAH Class A common stock 24,186,337 2,817,648 97,860 CBAH Class B common stock 2,012,500 - - Common Stock 26,198,837 2,817,648 97,860 Shares not owned, directly or indirectly by CBRE Group, Inc., its affiliates or any executive officer of the Company 24,266,837 2,817,648 97,860
Proposal No. 8. A proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals No. 1, 2, 3, 4, 5, 6, and 7. The following is a tabulation of the votes with respect to this proposal which was approved by the holders of CBAH's Common Stock.
For Against Abstain 25,925,744 3,085,821 102,780
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