HOLICITY Item 5.07 Submission of Matters to a Vote of Security Holders.
On
(1) Proposal No. 1 - The Business Combination Proposal - to consider and vote
upon a proposal to approve the business combination agreement, dated as of
February 2, 2021 (as may be amended and/or restated from time to time, the
"Business Combination Agreement"), by and among Holicity , Holicity Merger Sub
Inc. , a Delaware corporation and a wholly-owned subsidiary of Holicity
("Merger Sub"), and Astra Space, Inc. , a Delaware corporation ("Astra"), and
the transactions contemplated thereby, pursuant to which Merger Sub will
merge with and into Astra with Astra surviving the merger as a wholly owned
subsidiary of Holicity (the transactions contemplated by the Business
Combination Agreement, the "Business Combination" and such proposal, the
"Business Combination Proposal");
Votes For Votes Against Abstentions Broker Non-Votes
19,196,046 461,238 12,511 ?
(2) Proposal No. 2 - The Charter Proposal - to consider and vote upon a proposal
to approve, assuming the Business Combination Proposal is approved and
adopted, the proposed second amended and restated certificate of
incorporation of Holicity (the "Proposed Charter"), which will replace
Holicity's amended and restated certificate of incorporation, dated August 5,
2020 (the "Current Charter") and will be in effect upon the Closing of the
Business Combination (we refer to such proposal as the "Charter Proposal");
Votes For Votes Against Abstentions Broker Non-Votes
18,834,370 786,650 48,775 ?
(3) Proposal No. 3 - The Advisory Charter Proposals - to consider and vote upon
separate 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 SEC as
seven separate sub-proposals (we refer to such proposals as the "Advisory
Charter Proposals"):
(a) Advisory Charter Proposal A - Under the Proposed Charter, New Astra will be
authorized to issue 466,000,000 shares of capital stock, consisting of (i)
400,000,000 shares of New Astra Class A common stock, par value $0.0001 per
share, (ii) 65,000,000 shares of New Astra Class B common stock, par value
$0.0001 per share, and (iii) 1,000,000 shares of preferred stock, par value
$0.0001 per share, as opposed to the Current Charter authorizing Holicity to
issue 221,000,000 shares of capital stock, consisting of (a)
220,000,000 shares of common stock, including 200,000,000 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 Broker Non-Votes
17,656,161 1,451,052 562,582 ?
1
(b) Advisory Charter Proposal B - Holders of shares of New Astra Class A common
stock will be entitled to cast one vote per share of New Astra Class A common
stock and holders of shares of New Astra Class B common stock will be
entitled to cast 10 votes per share of New Astra Class B common stock on each
matter properly submitted to New Astra's stockholders entitled to vote, as
opposed to each share of Holicity Class A common stock and Holicity Class B
common stock being entitled to one vote per share on each matter properly
submitted to Holicity's stockholders entitled to vote;
Votes For Votes Against Abstentions Broker Non-Votes
17,714,998 1,410,612 544,185 ?
(c) Advisory Charter Proposal C - Any action required or permitted to be taken by
the stockholders of New Astra 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 Astra;
Votes For Votes Against Abstentions Broker Non-Votes
17,751,886 1,369,304 548,605 ?
(d) Advisory Charter Proposal D - 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 Astra, 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 Astra, 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 Astra, as opposed
to the Current Charter only requiring such an amendment to be approved by
stockholders in accordance with Delaware law;
Votes For Votes Against Abstentions Broker Non-Votes
17,773,753 1,340,985 555,057 ?
(e) Advisory Charter Proposal E - The bylaws of New Astra may be amended, altered
or repealed or adopted either (x) by the affirmative vote of a majority of
the New Astra 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 Astra 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 Astra, as opposed to the bylaws of Holicity requiring
the approval of a majority of the board of directors of Holicity or by the
affirmative vote of the holders of a majority of Holicity's outstanding
shares;
Votes For Votes Against Abstentions Broker Non-Votes
17,764,240 1,343,397 562,158 ?
2
(f) Advisory Charter Proposal F - The number of directors will be fixed and may
be modified either (i) by the New Astra board of directors or (ii) by the
affirmative vote of the holders of at least two-thirds of the voting power of
the outstanding capital stock of New Astra, depending on the number of shares
of New Astra Class B common stock beneficially owned by the Astra Founders at
such time; and
Votes For Votes Against Abstentions Broker Non-Votes
17,805,783 1,316,359 547,653 ?
(vii) Advisory Charter Proposal G -
classify its board of directors into as many as three classes with
staggered terms of office. The board of directors will be classified into
three classes, which will have staggered terms of office such that
one-third of the directors' terms will expire each year and the succeeding
directors will have a term of three years;
Votes For Votes Against Abstentions Broker Non-Votes
17,815,130 1,312,645 542,020 ?
(d) Proposal No. 4 - The Stock Issuance Proposal - to consider and vote upon a
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 (x) shares of
Holicity Class A common stock pursuant to the terms of the Business
Combination Agreement and (y) shares of Holicity Class A common stock to
certain institutional investors (the "PIPE Investors ") in connection with the
Private Placement, plus any additional shares pursuant to subscription
agreements we may enter into prior to Closing (we refer to this proposal as
the "Stock Issuance Proposal");
Votes For Votes Against Abstentions Broker Non-Votes
18,797,789 767,749 104,257 ?
(e) Proposal No. 5 - The Incentive Plan Proposal - to consider and vote upon a
proposal to approve, assuming the Business Combination Proposal, the Charter
Proposal and the Stock Issuance Proposal are approved and adopted, the Astra
Space, Inc. 2021 Omnibus Incentive Plan (the "Incentive Plan"), a copy of
which is attached to this proxy statement/prospectus as Annex F, including
the authorization of the initial share reserve under the Incentive Plan (the
"Incentive Plan Proposal");
Votes For Votes Against Abstentions Broker Non-Votes
17,756,804 1,345,180 567,811 ?
(f) Proposal No. 6 - The ESPP Proposal - to consider and vote upon a proposal to
approve, assuming the Business Combination Proposal, the Charter Proposal and
the Stock Issuance Proposal are approved and adopted, the Astra Space, Inc.
2021 Employee Stock Purchase Plan (the "ESPP"), a copy of which is attached
to this proxy statement/prospectus as Annex G, including the authorization of
the initial share reserve under the ESPP (the "ESPP Proposal"); and
Votes For Votes Against Abstentions Broker Non-Votes
18,240,167 875,473 554,155 ?
3
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
In connection with the Business Combination, holders of 10,981 shares of
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release, datedJune 30, 2021 4
© Edgar Online, source
