SKILLZ INC. 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 September 1, 2020 (as may be amended and/or restated
from time to time, the "Merger Agreement"), by and among FEAC; FEAC Merger
Sub Inc. , a Delaware corporation and a wholly-owned subsidiary of FEAC
("Merger Sub"); Skillz Inc. , a Delaware corporation ("Skillz"); and Andrew
Paradise , solely in his capacity as representative of the stockholders of
Skillz , and the transactions contemplated thereby, pursuant to which
Merger Sub will merge with and into Skillz with Skillz surviving the
merger as a wholly owned subsidiary of FEAC (the transactions contemplated
by the Merger Agreement, the "Business Combination"). In addition, in
connection with the consummation of the Business Combination, FEAC will be
renamed "Skillz Inc. " and is referred to as "New Skillz" as of the time
following such change of name:
Votes For Votes Against Abstentions
60,172,655 14,894 10,950
2. The Charter Proposal. To approve, assuming the Business Combination
Proposal is approved and adopted, the proposed third amended and restated
certificate of incorporation of FEAC (the "Proposed Charter"), which will
replace FEAC's second amended and restated certificate of incorporation,
dated March 5, 2020 (the "Current Charter") and will be in effect upon the
Closing of the Business Combination:
Votes For Votes Against Abstentions
56,278,018 3,905,748 14,733
The Advisory Charter Proposals. To approve, on a non-binding advisory basis, the
following material differences between the Proposed Charter and the Current
Charter, which are being presented in accordance with the requirements of the
3. Advisory Charter Proposal A - New Skillz will be authorized to issue
635,000,000 shares of capital stock, consisting of (i) 500,000,000 shares
of New Skillz Class A common stock, par value $0.0001 per share, (ii)
125,000,000 shares of New Skillz Class B common stock, par value $0.0001
per share, and (iii) 10,000,000 shares of preferred stock, par value
$0.0001 per share, as opposed to the Current Charter authorizing FEAC to
issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000
shares of common stock, including 380,000,000 shares of Class A common
stock, par value $0.0001 per share, and 20,000,000 shares of Class B
common stock, par value $0.0001 per share, and (b) 1,000,000 shares of
preferred stock, par value $0.0001 per share:
Votes For Votes Against Abstentions
49,220,471 10,869,998 108,030
4. Advisory Charter Proposal B - Holders of shares of New Skillz Class A
common stock will be entitled to cast one vote per share of New Skillz
Class A common stock and holders of shares of New Skillz Class B common
stock will be entitled to cast 20 votes per share of New Skillz Class B
common stock on each matter properly submitted to New Skillz's
stockholders entitled to vote, as opposed to each share of FEAC Class A
common stock and FEAC Class B common stock being entitled to one vote per
share on each matter properly submitted to FEAC's stockholders entitled to
vote:
Votes For Votes Against Abstentions
49,201,022 10,929,756 67,721
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5. Advisory Charter Proposal C - Each member of the board of directors of New
Skillz will be elected at each annual meeting of stockholders (or special
meeting in lieu thereof), as opposed to the board of directors of FEAC
having three classes of directors, with only one class of directors being
elected in each year and each class serving a three-year term:
Votes For Votes Against Abstentions
60,146,664 24,919 26,916
6. Advisory Charter Proposal D - Any action required or permitted to be taken
by the stockholders of New Skillz may be taken by written consent until
the time the issued and outstanding shares of Class B common stock
represent less than 50% of the voting power of the then outstanding shares
of capital stock of New Skillz, as opposed to only holders of shares of
FEAC Class B common stock having the ability to take stockholder action by
written consent:
Votes For Votes Against Abstentions
49,406,794 10,731,086 60,619
7. Advisory Charter Proposal E - Amendments to certain provisions of the
Proposed Charter relating to the rights of Class A and Class B common
stock will require (i) so long as any shares of Class B common stock
remain outstanding, the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Class B common stock of New
Skillz , voting as a separate class, (ii) so long as any shares of Class A
common stock remain outstanding, the affirmative vote of the holders of a
majority of the outstanding shares of Class A common stock of New Skillz,
voting as a separate class, and (iii) the affirmative vote of the holders
of a majority of the voting power of the then outstanding capital stock of
New Skillz, as opposed to the Current Charter requiring such an amendment
to be approved by stockholders in accordance with Delaware law:
Votes For Votes Against Abstentions
53,581,315 6,523,854 93,330
8. Advisory Charter Proposal F - The bylaws of New Skillz may be amended,
altered or repealed or adopted either (x) by the affirmative vote of a
majority of the New Skillz board of directors present at any regular or
special meeting of the Board at which a quorum is present or (y) (i) when
outstanding Class B common stock represents less than 50% of the total
voting power, the affirmative vote of the holders of at least two-thirds
of the voting power of the capital stock of New Skillz or, prior to such
time, (ii) the affirmative vote of the holders of a majority of the voting
power of the outstanding capital stock of New Skillz, as opposed to the
bylaws of FEAC requiring the approval of a majority of the board of
directors of FEAC or the affirmative vote of the holders of a majority of
FEAC's outstanding shares:
Votes For Votes Against Abstentions
49,311,672 10,821,312 65,515
9. Advisory Charter Proposal G - The number of directors will be fixed and
may be modified by the New Skillz board of directors, provided that the
number of directors cannot exceed a certain threshold without the
affirmative vote of the holders of (x) at least two-thirds of the voting
power of the outstanding capital stock of New Skillz when outstanding
Class B common stock represents less than 50% of the total voting power,
or, prior to such time, (y) a majority of the voting power of the
outstanding capital stock of New Skillz, as opposed to the number of
directors being determined by FEAC's board of directors:
Votes For Votes Against Abstentions
54,456,648 5,670,806 71,045
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10. 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 the
NYSE, the issuance of (x) shares of FEAC Class A common stock pursuant to
the terms of the Merger Agreement and (y) shares of FEAC Class A common
stock to certain institutional 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
60,088,289 35,999 74,211
11. The Incentive Plan Proposal - To approve, assuming the Business
Combination Proposal, the Charter Proposal and the Stock Issuance Proposal
are approved and adopted, the Skillz 2020 Omnibus Incentive Plan (the
"Incentive Plan"), including the authorization of the initial share
reserve under the Incentive Plan:
Votes For Votes Against Abstentions
54,375,531 5,735,234 87,734
12. The ESPP Proposal - To approve, assuming the Business Combination
Proposal, the Charter Proposal, the Stock Issuance Proposal and the
Incentive Plan Proposal are approved and adopted, the Skillz Inc. 2020
Employee Stock Purchase Plan (the "ESPP"), including the authorization of
the initial share reserve under the ESPP:
Votes For Votes Against Abstentions
57,664,050 2,457,015 77,434
Item 8.01 Other Events.
In connection with the Business Combination, holders of 2,140 shares of FEAC's
Class A common stock exercised their right to redeem their shares for cash at a
redemption price of approximately
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