Item 5.07. Submission of Matters to a Vote of Security Holders
On
Merida's stockholders voted on the following proposals at the Meeting, each of which was approved:
The Business Combination Proposal - To approve and adopt the Merger Agreement,
and the transactions contemplated therein, including (a) the merger of Merger
Sub I with and into
For Against Abstain Broker Non-Votes 8,219,781 158,300 425 0
The Nasdaq Proposal - To approve, as required by the rules of the
For Against Abstain Broker Non-Votes 8,216,576 160,545 1,385 0
The Charter Amendment Proposal - To approve a proposal to adopt the Second Amended and Restated Certificate of Incorporation of Merida (the "Proposed Charter"). The following is a tabulation of the votes with respect to this proposal, which was approved by Merida's stockholders:
For Against Abstain Broker Non-Votes 8,218,663 158,398 1,445 0
The Governance Proposals - To approve, on a non-binding, advisory basis, the
following material governance provisions in the Proposed Charter in accordance
with
a. Increase the number of shares of common stock that New Leafly is authorized to issue from 50,000,000 shares to 200,000,000 shares and increase the number of shares of preferred stock that New Leafly is authorized to issue from 1,000,000 shares to 5,000,000 shares:
For Against Abstain Broker Non-Votes 8,175,611 200,900 1,995 0 1
b. Require an affirmative vote of holders of at least two-thirds (66?%) of the voting power of all of the then outstanding shares of voting stock following the consummation of the Mergers, voting together as a single class, to amend, alter, repeal or rescind certain provisions of the Proposed Charter related to the board of directors, special meetings, stockholder action by written consent, limitations on the liability of directors, the applicability of the doctrine of corporate opportunity, and amendments. The following is a tabulation of the votes with respect to this proposal, which was approved by Merida's stockholders:
For Against Abstain Broker Non-Votes 8,196,027 180,143 2,336 0
c. Eliminate the ability of stockholders to act by written consent. The following is a tabulation of the votes with respect to this proposal, which was approved by Merida's stockholders:
For Against Abstain Broker Non-Votes 8,171,133 201,045 6,328 0
d. Provide that special meetings of stockholders may only be called by the board of directors, chairman of the board, or chief executive officer of New Leafly, subject to the rights of the holders of any outstanding series of preferred stock. The following is a tabulation of the votes with respect to this proposal, which was approved by Merida's stockholders:
For Against Abstain Broker Non-Votes 8,174,797 198,073 5,636 0
The Director Election Proposal - To elect
Director For Withheld Broker Non-Votes
0
The Incentive Plan Proposal - To approve the 2021 Equity Inventive Plan, which is an incentive compensation plan for employees and other service providers of New Leafly and its subsidiaries. The following is a tabulation of the votes with respect to this proposal, which was approved by Merida's stockholders:
For Against Abstain Broker Non-Votes 8,192,904 181,012 4,590 0
The ESPP Proposal - To approve the 2021 Employee Stock Purchase Plan, which provides for employees and other service providers of New Leafly and its subsidiaries to purchase shares of Common Stock. The following is a tabulation of the votes with respect to this proposal, which was approved by Merida's stockholders:
For Against Abstain Broker Non-Votes 8,184,635 189,779 4,092 0
The Earnout Plan Proposal - To approve the
For Against Abstain Broker Non-Votes 8,205,027 170,484 2,995 0
Because each of the foregoing proposals were approved and because Merida and
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