Item 5.07. Submission of Matters to a Vote of Security Holders.
On
(a) Proposal No. 1 - The Business Combination Proposal - to approve and adopt the
Agreement and Plan of Merger, dated as ofAugust 5, 2021 , as amended by Amendment No. 1 and Amendment No. 2 thereto (the "amendments"), dated as ofSeptember 21, 2021 andOctober 28, 2021 , respectively (as so amended and as may be further amended and/or restated from time to time, the "Merger Agreement"), by and among CMLS III, its wholly owned subsidiary,Clover III Merger Sub, Inc. ("Merger Sub"), andEQRx, Inc. ("EQRx"), a composite copy of which, incorporating the amendments into the text of the initial agreement, is attached to the Definitive Proxy Statement, as filedDecember 1, 2021 , as Annex A, and approve the transactions contemplated thereby ("Business Combination"), including the merger of Merger Sub with and into EQRx, with EQRx surviving the merger as a wholly owned subsidiary of CMLS III, and the issuance of common stock to EQRx stockholders as merger consideration: Class A Shares Votes For Votes Against Abstentions 36,260,098 3,017,927 2,345 Class B Shares Votes For Votes Against Abstentions 13,800,000 0 0
(b) Proposal No. 2 - The Nasdaq Stock Issuance Proposal - to approve, assuming
the Business Combination Proposal is approved, and for purposes of complying with applicable listing rules of theNasdaq Stock Market ("Nasdaq"), the issuance of more than 20% of CMLS III's outstanding common stock in connection with the Business Combination and subscription agreements dated as ofAugust 5, 2021 with certain institutional investors (collectively, the "PIPE Investors "), including up to 120,000,000 shares of our common stock to thePIPE Investors , which includes affiliates ofCMLS Holdings III LLC ("Sponsor") that subscribed for 10,250,000 shares of common stock, and up to 365,000,000 shares of our common stock to EQRx stockholders and up to 50,000,000Earn-Out Shares :
Class A Shares Votes For Votes Against Abstentions
36,256,997 3,017,340 6,033
Class B Shares Votes For Votes Against Abstentions
13,800,000 0 0
(c) Proposal No. 3 - The Incentive Plan Proposal - to approve the
Stock Option and Incentive Plan, a copy of which is attached to the Definitive Proxy Statement filedDecember 1, 2021 , as Annex C ("2021 Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan: Class A Shares Votes For Votes Against Abstentions 32,605,631 6,649,638 25,101 Class B Shares Votes For Votes Against Abstentions 13,800,000 0 0
(d) Proposal No.4 - The ESPP Proposal - to approve the
Stock Purchase Plan, a copy of which is attached to the Definitive Proxy Statement filedDecember 1, 2021 as Annex D ("ESPP"), including the authorization of the initial share reserve under the ESPP: Class A Shares Votes For Votes Against Abstentions 32,952,962 6,304,628 22,780 Class B Shares Votes For Votes Against Abstentions 13,800,000 0 0
(e) Proposal No. 5 - The Charter Amendment Proposal - to, assuming the Business
Combination Proposal is approved, adopt the A&R Certificate of Incorporation in the form attached to the Definitive Proxy Statement filedDecember 1, 2021 as Annex E: Class A Shares Votes For Votes Against Abstentions 36,248,569 3,024,996 6,805 Class B Shares Votes For Votes Against Abstentions 13,800,000 0 0
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