Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal No. 1: To consider and vote upon a proposal to approve and adopt the
Business Combination Agreement, dated
For Against Abstain Broker Non-Votes 26,070,911 2,580,575 0 0 1
Proposal No. 2: To consider and vote upon a proposal to approve the amendment to the current Amended and Restated Certificate of Incorporation of GX (the "GX Existing Charter"), as of immediately prior to the effective time of the First Merger, to remove the automatic conversion of GX Founder Shares into GX Class A Shares (such amendment, the "GX Charter Amendment"). The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 26,069,711 2,581,775 0 0
Proposals No. 3-9: To consider and vote upon seven separate non-binding, advisory proposals to approve the following material differences in the proposed updated Amended and Restated Certificate of Incorporation of GX (the "GX Proposed Charter") that will replace the GX Existing Charter, as amended by the GX Charter Amendment, as of the Closing (the full text of which is attached to the Proxy Statement as Annex C). The non-binding, advisory proposals in GX Proposals No. 3 through No. 9 will not apply to the existing holders of GX Class A Shares because they will not continue to be direct stockholders of GX, as GX will be a subsidiary of NioCorp following the consummation of the Transactions. Specifically:
Proposal No. 3: A non-binding, advisory proposal to increase the number of authorized shares of GX Class A Shares and GX Founder Shares. The voting results for this proposal of the holders of the outstanding GX Class A Shares and GX Founder Shares on the record date voting together as a single class were as follows:
For Against Abstain Broker Non-Votes 26,069,711 2,581,775 0 0
The voting results for this proposal of the holders of the outstanding GX Class A Shares on the record date voting together as a single class were as follows:
For Against Abstain Broker Non-Votes 18,569,711 2,581,775 0 0
The voting results for this proposal of the holders of the outstanding GX Founder Shares on the record date voting together as a single class were as follows:
For Against Abstain Broker Non-Votes 7,500,000 0 0 0
Proposal No. 4: A non-binding, advisory proposal to increase the number of authorized shares of preferred stock of GX. The voting results for this proposal of the holders of the outstanding GX Class A Shares and GX Founder Shares on the record date voting together as a single class were as follows:
For Against Abstain Broker Non-Votes 22,900,244 5,751,242 0 0 2
The voting results for this proposal of the holders of the outstanding GX Class A Shares on the record date voting together as a single class were as follows:
For Against Abstain Broker Non-Votes 15,400,244 5,751,242 0 0
The voting results for this proposal of the holders of the outstanding GX Founder Shares on the record date voting together as a single class were as follows:
For Against Abstain Broker Non-Votes 7,500,000 0 0 0
Proposal No. 5: A non-binding, advisory proposal to declassify the board of directors from three classes to one class. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 28,626,261 25,225 0 0
Proposal No. 6: A non-binding, advisory proposal to provide for the election or removal of directors only upon the vote of holders of GX Class A Shares. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 28,381,377 270,109 0 0
Proposal No. 7: A non-binding, advisory proposal to require the affirmative vote, approval or consent of the holders of a majority of the GX Founder Shares then held by Exchanging Shareholders (as defined in the Exchange Agreement), voting as a separate class, to amend, alter, change or repeal any provision of the GX Proposed Charter which affects the rights, preferences and privileges of the holders of GX Founder Shares in any material respect. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 26,069,711 2,581,775 0 0 3
Proposal No. 8: A non-binding, advisory proposal to eliminate certain provisions related to the consummation of an initial business combination that will no longer be relevant following the Closing (such as Article IX, which sets forth various provisions related to our operations as a blank check company prior to the consummation of an initial business combination, including with respect to redemptions and the trust account (the "Trust Account")). The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 26,314,595 2,336,891 0 0
Proposal No. 9: A non-binding, advisory proposal, conditioned upon the approval of Proposals No. 3 through No. 8, to approve the GX Proposed Charter as a whole, which includes the approval of all other changes in the GX Proposed Charter that will replace the GX Existing Charter, as amended by the GX Charter Amendment, as of the Closing (Proposal No. 9 and together with Proposals No. 3 through No. 8, the "Charter Proposal"). The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 25,876,767 2,774,719 0 0
Proposal No. 10: To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for a vote. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 26,068,736 2,582,750 0 0
Stockholders holding 28,506,605 shares of the Company's Class A common stock
exercised their right to redeem such shares for a pro rata portion of the funds
in the Company's Trust Account at a redemption price of approximately
4
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