Item 5.07. Submissions of Matters to a Vote of Security Holders
As previously reported, on March 5, 2021, NewHold Investment Corp. (the
"Company") entered into an Agreement and Plan of Merger merger agreement (as
amended, the "Merger Agreement"), which provided for a business combination
between NHIC Sub Inc., a Delaware corporation and a wholly owned subsidiary of
the Company, and Evolv Technologies, Inc., a Delaware corporation ("Evolv") with
Evolv surviving the merger as a wholly owned subsidiary of the Company. In
addition, in connection with the consummation of the business combination, the
Company was renamed to "Evolv Technologies Holdings, Inc."
On July 15, 2021 at 8:00 a.m., New York time, the Company held a special meeting
of its stockholders (the "Meeting") at which the Company's stockholders voted on
the following proposals, as set forth below, each of which is described in
detail in the definitive proxy statement/prospectus (the "Proxy Statement")
filed with the Securities and Exchange Commission (the "SEC") on June 28, 2021,
which was first mailed by the Company to its stockholders on or about June 28,
2021.
As of June 10, 2021, the record date for the Meeting, there were 21,562,500
shares of common stock issued and outstanding and entitled to vote. There were
16,727,474 shares presented in person or represented by proxy at the Meeting.
The final voting results for each proposal submitted to the stockholders of the
Company at the Meeting are included below.
Each of the proposals described below was approved by the Company's
stockholders.
PROPOSAL 1:
The Business Combination Proposal To approve and adopt upon a proposal to
approve the transactions contemplated under the Merger Agreement, dated as of
March 5, 2021, as amended by that certain First Amendment to Agreement and Plan
of Merger dated June 5, 2021 (as amended, the "Merger Agreement"), by and among
the Company, NHIC Sub Inc., a Delaware corporation and wholly-owned subsidiary
of NHIC ("Merger Sub") and Evolv Technologies, Inc., a Delaware corporation
("Evolv"), (the "Business Combination"), a copy of which was attached to the
proxy statement/prospectus as Annex A. This proposal is referred to as the
"Business Combination Proposal" or "Proposal 1."
For Against Abstain
14,830,187 1,896,697 590
PROPOSAL 2:
The Charter Approval Proposal -To approve and adopt a proposal to approve the
Amended and Restated Certificate of Incorporation of the Company, a copy of
which was attached to the proxy statement/prospectus as Annex B (the "Amended
Charter") to, among other things, change the Company's name to "Evolv
Technologies Holdings, Inc.," amend certain provisions related to authorized
capital stock, the required vote to amend the charter and bylaws, and director
removal, and to divide the board of directors into three classes, with one class
of directors being elected in each year and each class (except for those
directors appointed to our first annual meeting of stockholders) serving a
three-year term, in each case, to be effective upon the consummation of the
Business Combination. This proposal is referred to as the "Charter Approval
Proposal" or "Proposal 2."
For Against Abstain
14,838,871 1,887,333 1,270
PROPOSAL 3:
The Stock Plan Proposal -To consider and vote upon a proposal to approve the
Evolv Technologies Holdings, Inc. 2021 Incentive Award Plan (the "Incentive
Award Plan"), a copy of which was attached to the proxy statement/prospectus as
Annex C, to be effective upon the consummation of the Business Combination. This
proposal is referred to as the "Stock Plan Proposal" or "Proposal 3."
For Against Abstain
14,220,663 2,500,730 6,081
PROPOSAL 4:
The ESPP Proposal -To consider and vote upon a proposal to approve the Evolv
Technologies Holdings, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"), a
copy of which was attached to the proxy statement/prospectus as Annex D, to be
effective upon consummation of the Business Combination. This proposal is
referred to as the "ESPP Proposal" or "Proposal 4."
For Against Abstain
14,019,783 2,696,986 10,705
PROPOSAL 5:
The Nasdaq Proposal -To consider and vote upon a proposal to approve: (i) for
purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), the issuance of
more than 20% of the issued and outstanding shares of the Company's common stock
and the resulting change in control in connection with the Business Combination
and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the
issuance of more than 20% of the common stock in connection with the PIPE
Investment upon the consummation of the Business Combination. This proposal is
referred to as the "Nasdaq Proposal" or "Proposal 5."
For Against Abstain
14,827,285 1,899,146 1,043
Item 8.01. Other Events
On July 15, 2021, the Company issued a press release announcing that its
stockholders had voted to approve all of the proposals at the Meeting. A copy of
the press release is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit Description
No.
99.1 Press Release Dated July 15, 2021
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