FALN CAP Item 5.07. Submission of Matters to a Vote of Security Holders.
On
1. The Business Combination Proposal - To approve the agreement and plan of
merger, dated as of February 12, 2021 (as may be amended and/or restated from
time to time, the "Merger Agreement"), by and among FCAC; FCAC Merger Sub
Inc. , a Delaware corporation and a wholly-owned subsidiary of FCAC ("Merger
Sub"); Sharecare, Inc. , a Delaware corporation ("Sharecare"); and Colin
Daniel , solely in his capacity as representative of the stockholders of
Sharecare, and the transactions contemplated thereby, pursuant to which Merger
Sub will merge with and into Sharecare with Sharecare surviving the merger as
a wholly owned subsidiary of FCAC (the transactions contemplated by the Merger
Agreement, the "Business Combination"). In addition, in connection with the
consummation of the Business Combination, FCAC will be renamed "Sharecare,
Inc. " and is referred to as "New Sharecare" as of the time following such
change of name:
Votes For Votes Against Abstentions
32,080,366 866,108 6,332
2. The Charter Proposal - To approve, assuming the Business Combination Proposal
is approved and adopted, the proposed fourth amended and restated certificate
of incorporation of FCAC, which includes a certificate of designations for the
Series A Preferred Stock ("Series A Preferred Stock") (the "Proposed
Charter"), which will replace FCAC's third amended and restated certificate of
incorporation, dated September 21, 2020 (the "Current Charter") and will be in
effect upon the Closing of the Business Combination:
Votes For Votes Against Abstentions
32,078,346 866,668 7,792
1
3. Advisory Charter Proposal - To approve, on a non-binding advisory basis, the
following material difference between the Proposed Charter and the Current
Charter, which is being presented in accordance with the requirements of the
SEC as a separate sub-proposal:
Under the Proposed Charter, New Sharecare will be authorized to issue
615,000,000 shares of capital stock, consisting of (a) 600,000,000 shares of
common stock, par value
Votes For Votes Against Abstentions 31,425,105 894,838 632,863
4. The Stock Issuance Proposal - To approve, assuming the Business Combination
Proposal and the Charter Proposal are approved and adopted, for the purposes
of complying with the applicable listing rules of Nasdaq, the issuance of (i)
shares of FCAC Class A common stock and the New Sharecare Series A Preferred
Stock pursuant to the terms of the Merger Agreement and (ii) shares of FCAC
Class A common stock to certain investors in connection with the Private
Placement, plus any additional shares pursuant to subscription agreements we
may enter into prior to Closing:
Votes For Votes Against Abstentions
32,014,508 921,746 16,552
5. The Incentive Plan Proposal - To approve, assuming the Business Combination
Proposal, the Charter Proposal and the Stock Issuance Proposal are approved
and adopted, the Sharecare, Inc. 2021 Omnibus Incentive Plan (the "Incentive
Plan"), including the authorization of the initial share reserve under the
Incentive Plan:
Votes For Votes Against Abstentions
31,935,113 960,023 57,670
Item 7.01 Other Events.
On
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes 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, or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release, datedJune 29, 2021 2
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