Item 5.07. Submission of Matters to a Vote of Securityholders.
On
As of
At the Special Meeting, the following proposals were submitted to a vote of stockholders. For more information on each of these proposals, see the Proxy Statement.
(1) The BCA Proposal. Proposal to approve the business combination described in the Proxy Statement, including (a) adopting the Merger Agreement, a copy of which is attached to the Proxy Statement as Annex A and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the Proxy Statement (the "BCA Proposal"). (2) The Charter Proposal. Proposal to approve and adopt the amended and restated certificate of incorporation of KVSB (the "Proposed Charter") in the form attached to the Proxy Statement as Annex C (the "Charter Proposal"). (3) The Advisory Charter Amendment Proposals. The non-binding, advisory vote on certain governance provisions in the Proposed Charter, presented separately in accordance with theUnited States Securities and Exchange Commission ("SEC") requirements (the "Advisory Charter Amendment Proposals"). (4) The Stock Issuance Proposal. Proposal to approve, to comply with Nasdaq Rule 5635, the issuance of (a) 27,000,000 shares of New Nextdoor Class A common stock to thePIPE Investors , (b) 364,714,149 shares of New Nextdoor Class B common stock issued or issuable in connection with the Business Combination, and 364,714,149 shares of New Nextdoor Class A common stock issuable upon conversion of such shares and (c) up to 1,000,000 shares of New Nextdoor Class A common stock to the Sponsor or its assigns under the Forward Purchase Agreement. (5) The Equity Incentive Plan Proposal. Proposal to approve the New Nextdoor Equity Incentive Plan, a copy of which is attached to the Proxy Statement as Annex H (the "Equity Incentive Plan Proposal"). (6) The ESPP Proposal. Proposal to approve the New Nextdoor Employee Stock Purchase Plan, a copy of which is attached to the Proxy Statement as Annex I (the "ESPP Proposal").
Each of the proposals was approved by the requisite vote of the Company's stockholders. The final voting results for each proposal are described below.
(1) The BCA Proposal: For Against Abstain
Number of shares of common stock 40,210,749 841,268 3,492
(2) The Charter Proposal: For Against Abstain Votes of Company Class A Common Stock 31,263,129 2,438,094 7,037 For Against Abstain Votes of Company Class B Common Stock 7,347,249 0 0
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(3) The Advisory Charter Amendment Proposals: (a) Advisory Charter Amendment Proposal A - To change KVSB's name to "Nextdoor Holdings, Inc." For Against Abstain Votes of Company Class A Common Stock 31,263,129 2,438,094 7,037 For Against Abstain Votes of Company Class B Common Stock 7,347,249 0 0 (b) Advisory Charter Amendment Proposal B - To increase the number of authorized shares of KVSB Class A common stock, KVSB Class B common stock and "blank check" preferred stock and to eliminate the authorized shares of KVSB Class K common stock For Against Abstain Votes of Company Class A Common Stock 31,263,129 2,438,094 7,037 For Against Abstain Votes of Company Class B Common Stock 7,347,249 0 0 (c) Advisory Charter Amendment Proposal C - To provide that holders of New Nextdoor Class A common stock will be entitled to one vote per share of New Nextdoor Class A common stock and holders of New Nextdoor Class B common stock will be entitled to ten votes per share of New Nextdoor Class B common stock For Against Abstain Votes of Company Class A Common Stock 31,263,129 2,438,094 7,037 For Against Abstain Votes of Company Class B Common Stock 7,347,249 0 0 (d) Advisory Charter Amendment Proposal D - To require that stockholders only act at annual and special meeting of the corporation and not by written consent For Against Abstain Votes of Company Class A Common Stock 31,263,129 2,438,094 7,037 For Against Abstain Votes of Company Class B Common Stock 7,347,249 0 0 (e) Advisory Charter Amendment Proposal E - To eliminate the current limitations in place on the corporate opportunity doctrine For Against Abstain Votes of Company Class A Common Stock 31,263,129 2,438,094 7,037 For Against Abstain Votes of Company Class B Common Stock 7,347,249 0 0 (f) Advisory Charter Amendment Proposal F - To establish the required vote thresholds for approving amendments to the Proposed Charter as follows: (i) at least two-thirds of the voting power of all of the then outstanding shares of capital stock will be required to amend certain provisions of the Proposed Charter, including provisions relating to the classified board, the size of the New Nextdoor board of directors, removal of directors, special meetings, actions by written consent and designation of our preferred stock, provided that if two-thirds of the New Nextdoor board of directors has approved such amendment only the affirmative vote of a majority of the voting power of all of the then outstanding shares of capital stock shall be required to amend the Proposed Charter, (ii) at least two-thirds of the voting power of the New Nextdoor Class B common stock will be required to amend certain provisions relating to the New Nextdoor Class B common stock and take certain other actions that impact the New Nextdoor Class B common stock, and (iii) the affirmative vote of holders of at least 75% of the voting power of each of our Class A common stock and Class B common stock, voting separately by class, will be required to amend certain provisions of the Proposed Charter relating to the terms of the New Nextdoor Class A common stock or New Nextdoor Class B common stock For Against Abstain Votes of Company Class A Common Stock 31,263,129 2,438,094 7,037 For Against Abstain Votes of Company Class B Common Stock 7,347,249 0 0 (g) Advisory Charter Amendment Proposal G - To approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the Closing For Against Abstain Votes of Company Class A Common Stock 31,263,129 2,438,094 7,037 For Against Abstain Votes of Company Class B Common Stock 7,347,249 0 0 (4) The Stock Issuance Proposal: For Against Abstain Votes of Company Class A Common Stock 30,522,038 3,175,717 10,505 For Against Abstain Votes of Company Class B Common Stock 7,347,249 0 0 (5) The Equity Incentive Plan Proposal: For Against Abstain Votes of Company Class A Common Stock 25,730,962 7,931,965 45,333 For Against Abstain Votes of Company Class B Common Stock 7,347,249 0 0 (6) The ESPP Proposal: For Against Abstain Votes of Company Class A Common Stock 26,807,628 6,861,090 39,542 For Against Abstain Votes of Company Class B Common Stock 7,347,249 0 0 Item 8.01. Other Events. Press Release
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedNovember 2, 2021 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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