Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal No. 1: The Stockholders approved and adopted the Merger Agreement and
Plan of Reorganization, dated as of
For Against Abstain Broker Non-Votes 14,241,615 1,503,835 52,044 N/A
Proposal No. 2-5: The Stockholders approved four separate proposals for amendments to GX's Amended and Restated Certificate of Incorporation, which are reflected in the proposed Second Amended and Restated Certificate of Incorporation of GX (the "Proposed Charter") (which, if approved, would take effect upon consummation of the Business Combination) the full text of which is attached to the Proxy Statement as Annex B:
Proposal No. 2: The Stockholders approved a proposal to (i) increase the authorized shares of our common stock to 730,000,000 shares and (ii) increase the authorized shares of our preferred stock to 10,000,000 shares. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 14,170,201 1,537,482 89,811 N/A 1
Proposal No. 3: The Stockholders approved a proposal to require an affirmative vote of 66 2/3% of the outstanding shares of our common stock for stockholders to (i) alter, amend, or repeal the proposed Amended and Restated Bylaws of GX in the form attached to the Proxy Statement as Annex C and (ii) remove a director for cause. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 13,025,201 2,686,532 85,761 N/A
Proposal No. 4: The Stockholders approved a proposal to require an affirmative vote of 66 2/3% of the outstanding shares of our common stock to alter, amend, or repeal Articles V, VI and VII of the Proposed Charter. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 13,025,201 2,686,332 85,961 N/A
Proposal No. 5: The Stockholders approved and adopted the Proposed Charter that
includes the approval of Proposal 2, Proposal 3 and Proposal 4 and provides for
certain additional changes, including (i) changing GX's name from "
For Against Abstain Broker Non-Votes 14,178,264 1,533,574 85,656 N/A
Proposal No. 6: The Stockholders approved the election of the nine directors named in the Proxy Statement to serve, effective upon the closing of the Business Combination, staggered terms on the Board until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified.
The voting results with respect to the election ofRobert J. Hariri , M.D., Ph.D. were as follows: For Against Abstain Broker Non-Votes 15,792,342 0 5,152 N/A The voting results with respect to the election ofPeter Diamandis , M.D. were as follows: For Against Abstain Broker Non-Votes 15,792,342 0 5,152 N/A
The voting results with respect to the election ofLim Kok Thay were as follows:
For Against Abstain Broker Non-Votes 14,275,048 0 1,522,446 N/A
The voting results with respect to the election ofJohn Sculley were as follows:
For Against Abstain Broker Non-Votes 15,792,107 0 5,387 N/A 2 The voting results with respect to the election ofRobin L. Smith , M.D. were as follows: For Against Abstain Broker Non-Votes 15,792,342 0 5,152 N/A The voting results with respect to the election ofAndrew C. von Eschenbach , M.D. were as follows: For Against Abstain Broker Non-Votes 15,792,342 0 5,152 N/A
The voting results with respect to the election ofJay R. Bloom were as follows:
For Against Abstain Broker Non-Votes 14,289,302 0 1,508,192 N/A The voting results with respect to the election ofDean C. Kehler were as follows: For Against Abstain Broker Non-Votes 14,274,773 0 1,522,721 N/A
The voting results with respect to the election of
For Against Abstain Broker Non-Votes 14,289,262 0 1,508,232 N/A
Proposal No. 7: The Stockholders approved and adopted the equity incentive award plan established to be effective after the closing of the Business Combination. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 14,193,973 1,524,540 78,981 N/A
Proposal No. 8: The Stockholders approved and adopted the employee stock purchase plan established to be effective after the closing of the Business Combination. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 14,209,397 1,509,106 78,991 N/A
Proposal No. 9: The Stockholders approved, for purposes of complying with the
applicable listing rules of the
For Against Abstain Broker Non-Votes 14,219,568 1,503,835 74,091 N/A
Proposal No. 10: The Stockholders approved the adjournment of this 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 vote. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 14,215,318 1,504,185 77,991 N/A
Stockholders holding 9,174,705 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 (the "Trust Account") at a redemption price of
approximately
3
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