Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 7, 2022, InterPrivate II Acquisition Corp. (the "Company") held a special meeting in lieu of the 2022 annual meeting of stockholders (the "Special Meeting") in connection with the proposed business combination (the "Business Combination") of the Company, Getaround, Inc., a Delaware corporation ("Getaround"), TMPST Merger Sub I Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of the Company ("Merger Sub I"), and TMPST Merger Sub II LLC, a Delaware limited liability company and newly formed, wholly-owned direct subsidiary of the Company ("Merger Sub II"), as described in the proxy statement/prospectus filed by the Company with the SEC on November 16, 2022 (as supplemented, the "Proxy Statement"). Present at the Special Meeting were holders of 24,659,840 shares of the Company's common stock (the "Common Stock") in person or by proxy, representing 75.77% of the voting power of the Common Stock as of November 14, 2022, the record date for the Special Meeting (the "Record Date"), and constituting a quorum for the transaction of business. As of the Record Date, there were 32,543,750 shares of Common Stock issued and outstanding.

At the Special Meeting, the Company's stockholders approved the Business Combination Proposal, the Charter Amendment Proposal, each of the Governance Proposals (on a non-binding advisory basis), the election of each director nominee pursuant to the Election of Directors Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, and the NYSE Proposal, in each case as defined and described in greater detail in the Proxy Statement.

The approval of the Business Combination Proposal, the Governance Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the NYSE Proposal and the Adjournment Proposal required the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders of a majority of the then outstanding shares of Common Stock present and entitled to vote at the Special Meeting. The approval of the Charter Amendment Proposal required the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of (i) the holders of a majority of all then-outstanding shares of Common Stock entitled to vote thereon at the Special Meeting, voting together as a single class and (ii) the holders of a majority of all then-outstanding shares of Class B Stock entitled to vote thereon at the Special Meeting, voting separately as a single series. The approval of the Charter Amendment Proposal was also conditioned on the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders of a majority of all then-outstanding shares of Class A Stock entitled to vote thereon at the special meeting, voting separately as a single series. The approval of the election of each director nominee pursuant to the Election of Directors Proposal required the affirmative vote of the holders of a plurality of the outstanding shares of Common Stock entitled to vote and actually cast thereon at the Special Meeting. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company's stockholders as the Business Combination Proposal, the Charter Amendment Proposal, each of the Governance Proposals, the election of each director nominee pursuant to the Election of Directors Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the NYSE Proposal each received a sufficient number of votes for approval.

Set forth below are the final voting results for the Business Combination Proposal, the Charter Amendment Proposal, each of the Governance Proposals, the election of each director nominee pursuant to the Election of Directors Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the NYSE Proposal:

Business Combination Proposal

The proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 11, 2022 (as it may be amended and/or restated from time to time, the "Business Combination Agreement"), by and among the Company, Getaround, Merger Sub I and Merger Sub II, and the transactions contemplated thereby (the "Business Combination"), was approved. The voting results of the shares of Common Stock were as follows:



   For        Against    Abstentions
22,807,408   1,852,182       250

--------------------------------------------------------------------------------

Charter Amendment Proposal

The proposal to adopt the proposed amended and restated certificate of incorporation of the Company (the "Proposed Certificate of Incorporation") in the form attached to the Proxy Statement as Annex B, to be effective upon the consummation of the Business Combination was approved. The voting results of the shares of Common Stock, Class A Common Stock and Class B Common Stock were as follows:

Common Stock



   For        Against    Abstentions
22,696,732   1,963,108        0


Class A Common Stock

   For        Against    Abstentions
16,257,982   1,963,108        0


Class B Common Stock

   For      Against   Abstentions
6,438,750      0           0


Governance Proposal

The following nine separate governance sub-proposals relating to the material differences between the Company's current amended and restated certificate of incorporation and the Proposed Certificate of Incorporation were approved on a non-binding, advisory basis. The voting results of the shares of Common Stock for each of the sub-proposals were as follows:



    (a)  To change the Company's name to "Getaround, Inc." from the current name
         of "InterPrivate II Acquisition Corp.":



   For        Against    Abstentions
22,638,877   1,952,442     68,521



    (b)  To eliminate certain provisions related to the Company's status as a
         special purpose acquisition company that will no longer be relevant
         following the closing of the Business Combination:



   For        Against    Abstentions
22,637,985   1,953,184     68,671



    (c)  To increase the number of shares of authorized shares of capital stock
         that the Company is authorized to issue from 401,000,000 to 1,020,000,000
         shares, consisting of 1,000,000,000 shares of common stock and 20,000,000
         shares of preferred stock:



   For        Against    Abstentions
19,600,977   4,990,192     68,671



    (d)  To eliminate the rights and privileges of the Company's Class B common
         stock and redesignate the Company's Class A and Class B common stock as a
         single class of common stock:



   For        Against    Abstentions
22,637,635   1,953,534     68,671

--------------------------------------------------------------------------------


    (e)  To increase the required voting thresholds to approve amendments to the
         bylaws and certain provisions of the Proposed Certificate of
         Incorporation:



   For        Against    Abstentions
22,610,869   1,980,300     68,671



  (f) To require a supermajority vote for the removal of directors for cause:



   For        Against    Abstentions
19,590,311   5,000,858     68,671



  (g) To eliminate the ability of stockholders to act by written consent:



   For        Against    Abstentions
19,600,097   4,990,972     68,771



  (h) To remove the provision renouncing the corporate opportunity doctrine:



   For        Against    Abstentions
22,627,577   1,963,592     68,671



  (i) To modify the forum selection provision:



   For        Against    Abstentions
19,601,238   4,989,831     68,771

Election of Directors Proposal

The election of each of the six directors to serve staggered terms on the Company's board of directors until the 2023, 2024 and 2025 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified was approved. The voting results of the shares of Common Stock for the director nominees were as follows:



Class I Director:

Bruno Bowden

   For       Withheld
21,807,930   2,851,910


Neil Suslak

   For       Withheld
24,223,669   436,171


Class II Directors:

Ahmed M. Fattouh

   For       Withheld
24,266,522   393,318

--------------------------------------------------------------------------------

Ravi Narula

   For       Withheld
24,372,769   287,071


Class III Directors:

Jeffrey Russakow

   For       Withheld
24,223,669   436,171


Sam Zaid

   For       Withheld
23,873,053   786,787

Equity Incentive Plan Proposal

The proposal to approve and adopt the 2022 Equity Incentive Plan established to be effective after the closing of the Business Combination was approved. The voting results of the shares of Common Stock were as follows:



   For        Against    Abstentions
22,200,821   2,402,351     56,668

Employee Stock Purchase Plan Proposal

The proposal to approve and adopt the 2022 Employee Stock Purchase Plan established to be effective after the closing of the Business Combination was approved. The voting results of the shares of Common Stock were as follows:



   For        Against    Abstentions
22,673,657   1,953,795     32,388


NYSE Proposal

The proposal to approve, in connection with the Business Combination, for purposes of complying with applicable listing rules of the New York Stok Exchange, the issuance of shares of Common Stock to the Getaround equityholders in the Business Combination, the allocation of escrow shares and potential issuance of earnout shares, and the issuance of Common Stock to certain investors upon future conversion of convertible notes issued in a private placement to be consummated concurrently with the closing of the Business Combination and upon exercise of warrants issued in connection with such convertible notes was approved. The voting results of the shares of Common Stock were as follows:



   For        Against    Abstentions
22,696,037   1,963,803        0

At the Special Meeting, the Adjournment Proposal was not presented to the stockholders as the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals, the Election of Directors Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the NYSE Proposal received a sufficient number of votes for approval.

--------------------------------------------------------------------------------

Item 7.01. Regulation FD Disclosure.

The Company, Getaround, Merger Sub I and Merger Sub II closed the Business Combination and related transactions on December 8, 2022. Pursuant to the Non-Redemption Agreement entered into on November 28, 2022 and previously disclosed in a Form 8-K filed by the Company on November 30, 2022, the Company exercised its right to require that the counterparties not redeem 679,491 shares (the "Committed Shares"). After taking into account the non-redemption of the Committed Shares, an aggregate of 24,325,000 shares of Class A Common Stock were redeemed.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses