Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 31, 2021, Collective Growth Corporation ("Collective Growth") held a
special meeting of stockholders ("Meeting"), which was called to approve the
proposals relating to the entry into and consummation of the Business
Combination Agreement, dated as of December 10, 2020 (the "Business Combination
Agreement"), by and among Collective Growth, Innoviz Technologies Ltd., a
company organized under the laws of the State of Israel ("Innoviz"), Hatzata
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Innoviz
("Merger Sub"), and the other parties thereto. An aggregate of 9,645,277 shares
of Collective Growth's common stock, which represents a quorum of the
outstanding common stock entitled to vote as of the record date of March 4,
2021, were represented in person or by proxy at the Meeting.
Collective Growth's stockholders voted on the following proposals at the
Meeting, each of which was approved:
(1) Proposal No. 1 - The Business Combination Proposal - to consider and vote
upon a proposal to approve and adopt the Business Combination Agreement and the
transactions contemplated therein, pursuant to which Merger Sub will merge with
and into Collective Growth, with Collective Growth surviving the merger as a
wholly owned subsidiary of Innoviz (the "Business Combination"). The following
is a tabulation of the votes with respect to this proposal, which was approved
by Collective Growth's stockholders:
For Against Abstain Broker Non-Votes
9,621,400 16,588 7,289 0
Prior to the Meeting, holders of an aggregate of 891,046 shares of Collective
Growth's Class A common stock exercised their right to redeem their shares for
cash at a redemption price of approximately $10.01 per share, or an aggregate of
approximately $8.9 million.
(2) Proposal No. 2 - The Charter Proposals - separate proposals to approve the
following material differences between Collective Growth's amended and restated
certificate of incorporation ("SPAC Charter") and Innoviz's amended and restated
articles of association ("Innoviz Articles") to be effective upon the
consummation of the Business Combination:
a. The name of the new public entity will be "Innoviz Technologies Ltd." as
opposed to "Collective Growth Corporation." The following is a tabulation of the
votes with respect to this proposal, which was approved by Collective Growth's
stockholders:
For Against Abstain Broker Non-Votes
9,624,463 13,131 7,683 0
b. The Innoviz Articles will provide for one class of ordinary shares as
opposed to the two classes of Collective Growth's common stock provided for in
the SPAC Charter. The following is a tabulation of the votes with respect to
this proposal, which was approved by Collective Growth's stockholders:
For Against Abstain Broker Non-Votes
9,602,254 26,206 16,817 0
c. Innoviz's corporate existence is perpetual as opposed to Collective
Growth's corporate existence terminating if a business combination is not
consummated within a specified period of time. The following is a tabulation of
the votes with respect to this proposal, which was approved by Collective
Growth's stockholders:
For Against Abstain Broker Non-Votes
9,608,081 21,828 15,368 0
d. The Innoviz Articles will not include the various provisions applicable
only to special purpose acquisition corporations that the SPAC Charter contains.
The following is a tabulation of the votes with respect to this proposal, which
was approved by Collective Growth's stockholders:
For Against Abstain Broker Non-Votes
9,603,562 21,131 20,584 0
Item 7.01 Regulation FD Disclosure.
On April 1, 2021, Collective Growth issued a press release announcing the
results of the Meeting. The press release is attached hereto as Exhibit 99.1.
The information set forth under this Item 7.01 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.
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