EOS ENERGY ENTERPRISES, INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. Business Combination Proposal. To approve and adopt the Agreement and Plan
of Merger, dated as of September 7, 2020 (as the same may be amended from
time to time, the "Merger Agreement"), by and among BMRG, BMRG Merger Sub,
LLC , a wholly-owned subsidiary of the Company and a Delaware limited
liability company ("Merger Sub I"), BMRG Merger Sub II, LLC , a
wholly-owned subsidiary of the Company and a Delaware limited liability
company ("Merger Sub II"), Eos Energy Storage LLC , a Delaware limited
liability company ("Eos"), New Eos Energy LLC , a wholly-owned subsidiary
of Eos and a Delaware limited liability company ("Newco") and AltEnergy
Storage VI, LLC , a Delaware limited liability company ("AltEnergy"), in
its capacity as securityholder representative, pursuant to which (1)
Merger Sub I will merge with and into Newco (the "First Merger"),
whereupon the separate existence of Merger Sub I will cease, and Newco
will continue as the surviving company (such company, in its capacity as
the surviving company of the First Merger, is sometimes referred to as the
"First Surviving Company ") and become a wholly owned subsidiary of BMRG?
and (2) immediately following the First Merger and as part of the same
overall transaction as the First Merger, the First Surviving Company will
merge with and into Merger Sub II (the "Second Merger" and, together with
the First Merger, the "Mergers"), whereupon the separate existence of the
First Surviving Company will cease, and Merger Sub II will continue as the
surviving company (Merger Sub II, in its capacity as the surviving company
of the Second Merger, is sometimes referred to as the "Ultimate Surviving
Company ") and a wholly owned subsidiary of BMRG, on the terms and subject
to the conditions set forth in the Merger Agreement, and approve the other
transactions contemplated by the Merger Agreement (the "business
combination"). The Business Combination Proposal was approved. The final
voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions
15,739,721 1,332,748 343
2. Stock Issuance Proposal. To approve, for purposes of complying with
applicable New York Stock Exchange listing rules, the issuance of more
than 20% of the Company's issued and outstanding common stock in
connection with the business combination. The Stock Issuance Proposal was
approved. The final voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions
15,739,287 1,333,102 423
1
3. Charter Amendment Proposal. To approve and adopt the Company's proposed
third amended and restated certificate of incorporation (the "proposed
charter") in connection with the business combination. The Charter
Amendment Proposal was approved. The final voting tabulation for this
proposal was as follows:
Votes For Votes Against Abstentions
15,739,057 1,332,952 803
4. Advisory Charter Proposals. To approve and adopt, on a non-binding
advisory basis, certain differences between the Company's second amended
and restated certificate of incorporation (the "current charter") and the
proposed charter, which are being presented in accordance with the
requirements of the U.S. Securities and Exchange Commission (the "SEC") as
seven separate sub-proposals:
A. To, upon completion of the business combination and the conversion of the
Company's Class B common stock, par value $0.0001 per share ("Class B
common stock"), into the Company's Class A common stock, par value $0.0001
per share ("Class A common stock"), increase the authorized capital stock
of the Company from 126,000,000 shares, consisting of 100,000,000 shares
of Class A common stock, 25,000,000 shares of Class B common stock and
1,000,000 shares of preferred stock to 201,000,000 shares, which would
consist of 200,000,000 shares of common stock, par value $0.0001 per share
("common stock"), and 1,000,000 shares of preferred stock, $0.0001 par
value per share, by, on the effective date of the filing of the Proposed
Charter: (i) reclassifying all Class A common stock as common stock? (ii)
reclassifying all Class B common stock as common stock and (iii) creating
an additional 75,000,000 shares of common stock. The final voting
tabulation for this sub-proposal was as follows:
Votes For Votes Against Abstentions
15,735,142 1,333,547 4,123
B. To change the stockholder vote required for approval of any amendment to
Article IV (Capitalization), Article V (Board of Directors), Article VI
(Bylaws), Article VIII (Limited Liability? Indemnification), Article IX
(Corporate Opportunity) and Article X (Amendments) of the Proposed Charter
or to amend the Company's bylaws, from the affirmative vote of the holders
of at least a majority of the voting power of all then outstanding shares
of stock of the Company entitled to vote generally in the election of
directors, voting together as a single class, to the affirmative vote of
the holders of at least 66 & frac23;% of the total voting power of all the
then outstanding shares of stock of the Company entitled to vote generally
in the election of directors. The final voting tabulation for this
sub-proposal was as follows:
Votes For Votes Against Abstentions
14,708,188 2,362,517 2,107
C. To provide that Section 203 of the Delaware General Corporation Law, which
governs business combinations between the Company and certain interested
stockholders, does not apply to the Company. The final voting tabulation
for this sub-proposal was as follows:
Votes For Votes Against Abstentions
14,959,576 1,334,157 779,079
D. To provide that certain amendments to and actions under the Proposed
Charter are subject to the director nomination agreement to be entered
into between the Company and the other parties thereto (the "Director
Nomination Agreement"). The final voting tabulation for this sub-proposal
was as follows:
Votes For Votes Against Abstentions
14,961,907 1,333,283 777,622
E. To change the classification of the Company's board of directors from two
classes to three classes of directors, with each class elected for
staggered terms. The final voting tabulation for this sub-proposal was as
follows:
Votes For Votes Against Abstentions
14,658,623 2,411,617 2,572
2
F. To provide for a waiver of the doctrine of corporate opportunities for (i)
any director of the Company who is not an employee of the Company or any
of its subsidiaries or (ii) any person with the right to designate any
such director pursuant to the Director Nomination Agreement (or any of
such person's affiliates or its or their respective successors,
principals, directors, officers, members, managers or employees). The
final voting tabulation for this sub-proposal was as follows:
Votes For Votes Against Abstentions
14,961,471 1,334,013 777,328
G. To provide for certain additional changes, including, among other things,
(i) changing the post-business combination company's corporate name from
"B. Riley Principal Merger Corp . II" to "Eos Energy Enterprises, Inc. " and
making the Company's corporate existence perpetual and (ii) removing
certain provisions related to our status as a blank check company that
will no longer apply upon the Closing, all of which our board of directors
believes are necessary to adequately address the needs of the
post-business combination Company. The final voting tabulation for this
sub-proposal was as follows:
Votes For Votes Against Abstentions
15,737,658 1,333,748 1,406
5. Incentive Plan Proposal. To approve the B. Riley Principal Merger Corp. II
2020 Incentive Plan. The final voting tabulation for this proposal was as
follows:
Votes For Votes Against Abstentions
15,285,660 1,783,590 3,562
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01.
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