Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On
As of
At the Special Meeting, the following proposals were considered:
(1) Merger Agreement Proposal. The proposal to approve and adopt the Merger Agreement, and approve the transactions contemplated thereby, including the Mergers. (2) Golden Parachute Proposal. The non-binding, advisory proposal to approve certain compensation arrangements for the Company's named executive officers in connection with the Mergers. (3) Adjournment Proposal. The proposal to approve one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.
For more information on each of these proposals, see the Company's definitive
proxy statement filed with the
The approval of the Merger Agreement Proposal required the affirmative vote of
the holders of (i) at least a majority of the voting power of the outstanding
Shares entitled to vote in accordance with the General Corporation Law of the
The approval of the Golden Parachute Proposal required the affirmative vote of the holders of a majority of the voting power of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon.
The approval of the Adjournment Proposal required the affirmative vote of the holders of a majority of the voting power of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming that a quorum is present.
For each of the Merger Agreement Proposal, the Golden Parachute Proposal and the Adjournment Proposal, holders of Class A Common Stock and Class B Common Stock voted together as a single class. Each record holder of Class A Common Stock was entitled to one (1) vote for each outstanding share of Class A Common Stock owned of record on the Record Date and each record holder of Class B Common Stock was entitled to ten (10) votes for each outstanding share of Class B Common Stock owned of record on the Record Date.
All three proposals were approved by the requisite vote of the Company's stockholders. The final voting results for each proposal are described below.
(1) Merger Agreement Proposal:
The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Merger Agreement Proposal were as follows:
For Against Abstain 199,968,012 11,884,980 0
The total number of votes (based on the voting power of Shares held by the Disinterested Stockholders) with respect to the Merger Agreement Proposal were as follows:
For Against Abstain 42,518,882 11,884,980 0
(2) Golden Parachute Proposal:
The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Golden Parachute Proposal were as follows:
For Against Abstain 201,902,064 9,950,386 542 (3) Adjournment Proposal:
The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Adjournment Proposal were as follows:
For Against Abstain 202,434,331 9,418,483 178
Because the Merger Agreement Proposal was adopted by the requisite vote, no adjournment to solicit additional proxies was necessary.
Item 8.01. OTHER EVENTS.
On
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release, datedSeptember 8, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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