Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Virgin Orbit Holdings, Inc. 2021 Incentive Award Plan
On December 28, 2021, in connection with the Extraordinary General Meeting (the
"Extraordinary General Meeting") of shareholders of NextGen Acquisition Corp. II
("NextGen" and, after the Domestication (as defined below) and the Merger (as
defined below), "Virgin Orbit Holdings, Inc." or "Virgin Orbit"), NextGen's
shareholders approved by ordinary resolution and adopted the Virgin Orbit
Holdings, Inc.'s 2021 Incentive Award Plan (the "2021 Plan"), which provides for
the grant of incentive options, nonstatutory options, restricted stock,
restricted stock units, stock appreciation rights, dividend equivalents, other
stock-based awards, performance awards, cash awards or any combination of the
foregoing, to certain of Virgin Orbit's employees, directors and consultants to
provide a means whereby Virgin Orbit can promote its long-term success and the
creation of stockholder value by securing and retaining the services of
employees, directors and consultants and encouraging them to focus on critical
long-term objectives of Virgin Orbit; providing incentives for participants to
exert maximum efforts for the success of Virgin Orbit and its affiliates; and
providing a means by which participants may be given an opportunity to benefit
from increases in the value of Virgin Orbit through the granting of awards.
The maximum number of shares of common stock, par value $0.0001 per share, of
Virgin Orbit initially reserved and available for issuance under the 2021 Plan
is equal to ten percent (10%) of the outstanding shares of Virgin Orbit common
stock immediately following consummation of the Merger, all of which are
available for issuance pursuant to incentive stock options under Section 422 of
the U.S. Internal Revenue Code of 1986, as amended, or as other types of awards.
In addition, the number of shares of Virgin Orbit common stock reserved for
issuance under the 2021 Plan will automatically increase on January 1 of each
year, starting on January 1, 2022 and ending on (and including) January 1, 2031,
in an amount equal to the lesser of (1) five percent (5%) of the outstanding
shares of Virgin Orbit common stock on December 31 of the preceding year, or (2)
a smaller number of shares of Virgin Orbit common stock as determined by the
board of directors of Virgin Orbit prior to the date of the increase.
A summary of the 2021 Plan is included in NextGen's definitive proxy
statement/prospectus (the "Definitive Proxy") for the Extraordinary General
Meeting filed with the U.S. Securities and Exchange Commission on December 7,
2021 and is incorporated herein by reference, which summary is qualified in all
respects by the full text of the 2021 Plan included as Annex G to the Definitive
Proxy.
Virgin Orbit Holdings, Inc. 2021 Employee Stock Purchase Plan
On December 28, 2021, in connection with the Extraordinary General Meeting,
NextGen's shareholders approved by ordinary resolution and adopted the Virgin
Orbit Holdings, Inc.'s 2021 Employee Stock Purchase Plan (the "ESPP"), which
provides Virgin Orbit employees with the ability to purchase shares of Virgin
Orbit common stock. The purpose of the ESPP is to provide a means whereby Virgin
Orbit can align the long-term financial interests of its employees with the
financial interests of its shareholders and helping Virgin Orbit attract,
retain, and motivate employees and encourage them to devote their best efforts
to Virgin Orbit' business and financial success. Approval of the ESPP by
NextGen's shareholders will allow Virgin Orbit to provide its employees with the
opportunity to acquire an ownership interest in Virgin Orbit through their
participation in the ESPP, thereby encouraging them to remain in service and
more closely aligning their interests with those of Virgin Orbit' shareholders.
The maximum number of shares of common stock, par value $0.0001 per share, that
may be issued under the ESPP is a number of shares equal to two percent (2%) of
the shares of Virgin Orbit common stock outstanding immediately following
consummation of the Merger. In addition, the number of shares of Virgin Orbit
common stock reserved for issuance under the ESPP will automatically increase on
January 1st of each year, beginning on January 1, 2022 and continuing through
and including January 1, 2031, by the lesser of (1) one percent (1%) of the
total number of shares of Virgin Orbit common stock outstanding on December 31st
of the preceding calendar year, or (2) such lesser number of shares of Virgin
Orbit common stock as determined by the board of directors of Virgin Orbit prior
to the date of the increase.
A summary of the 2021 ESPP is included in the Definitive Proxy for the
Extraordinary General Meeting filed with the U.S. Securities and Exchange
Commission on December 7, 2021 and is incorporated herein by reference, which
summary is qualified in all respects by the full text of the 2021 ESPP included
as Annex H to the Definitive Proxy.
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Item 5.07 Submission of Matters to a Vote of Security Holders
At the Extraordinary General Meeting, 32,002,723 holders of NextGen's ordinary
shares, which represented 66.91% of the ordinary shares outstanding and entitled
to vote as of the record date of November 19, 2021, were represented in person
or by proxy. The final voting results for each matter submitted to a vote of the
NextGen shareholders at the Extraordinary General Meeting are set forth below:
Approval of the BCA Proposal
NextGen's shareholders approved by ordinary resolution and adopted the Agreement
and Plan of Merger, dated as of August 22, 2021 (the "Merger Agreement"), by and
among NextGen, Pulsar Merger Sub, Inc., a Delaware corporation ("Merger Sub"),
and Vieco USA, Inc., a Delaware corporation ("Vieco USA"), which provides for,
among other things, the merger of Merger Sub with and into Vieco USA (the
"Merger"), with Vieco USA surviving the Merger as a wholly owned subsidiary of
NextGen in accordance with the terms and subject to the conditions of the Merger
Agreement (the "BCA Proposal"). The voting results with respect to the BCA
Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,580,949 2,417,779 3,995 N/A
Approval of the Domestication Proposal
NextGen's shareholders approved by special resolution the change of NextGen's
jurisdiction of incorporation by deregistering as an exempted company in the
Cayman Islands and continuing and domesticating as a corporation incorporated
under the laws of the State of Delaware (the "Domestication" and, together with
the Merger, the "Business Combination") (the "Domestication Proposal"). The
voting results with respect to the Domestication Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,584,453 2,417,132 1,138 N/A
Organizational Documents Proposals
NextGen's shareholders approved by special resolution the following material
differences between NextGen's Amended and Restated Memorandum and Articles of
Association (as may be amended from time to time, the "Cayman Constitutional
Documents") and the proposed new certificate of incorporation ("Proposed
Certificate of Incorporation") and the proposed new bylaws ("Proposed Bylaws")
of NextGen Acquisition Corp. II (a corporation incorporated in the State of
Delaware, and the filing with and acceptance by the Secretary of State of
Delaware of the certificate of domestication in accordance with Section 388 of
the Delaware General Corporation Law (the "DGCL")), which will be renamed
"Virgin Orbit Holdings, Inc." in connection with the Business Combination
(NextGen after the Domestication and/or the Business Combination, including
after such change of name, as applicable, is referred to herein as "Virgin
Orbit"):
Approval of Organizational Documents Proposal A
NextGen's shareholders approved the change in the authorized share capital of
NextGen from 500,000,000 Class A ordinary shares, par value $0.0001 per share
(the "NextGen Class A ordinary shares"), 50,000,000 Class B ordinary shares, par
value $0.0001 per share (the "NextGen Class B ordinary shares" and, together
with the Class A ordinary shares, the "ordinary shares") and 5,000,000 preferred
shares, par value $0.0001 per share (the "NextGen preferred shares") to
2,000,000,000 shares of common stock, par value $0.0001 per share, of Virgin
Orbit (the "Virgin Orbit common stock") and 25,000,000 shares of preferred
stock, par value $0.0001 per share, of Virgin Orbit (the "Virgin Orbit preferred
stock") ("Organizational Documents Proposal A"). The voting results with respect
to Organizational Documents Proposal A were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,561,769 2,434,884 6,070 N/A
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Approval of Organizational Documents Proposal B
NextGen's shareholders approved that the board of directors of Virgin Orbit be
authorized to issue any or all shares of Virgin Orbit preferred stock in one or
more series, with such terms and conditions as may be expressly determined by
the Virgin Orbit board of directors and as may be permitted by the DGCL
("Organizational Documents Proposal B"). The voting results with respect to
Organizational Documents Proposal B were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,565,704 2,432,311 4,708 N/A
Approval of Organizational Documents Proposal C
NextGen's shareholders approved that the board of directors of Virgin Orbit be
divided into three classes, with each class made up of as nearly as may be
possible, of one-third of the total number of directors constituting the entire
board of Virgin Orbit, with only one class of directors being elected in each
year and each class serving a three-year term ("Organizational Documents
Proposal C"). The voting results with respect to Organizational Documents
Proposal C were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,370,059 2,627,584 5,080 N/A
Approval of Organizational Documents Proposal D
NextGen's shareholders approved that certain provisions of the Proposed
Certificate of Incorporation and Proposed Bylaws be subject to the proposed new
stockholders agreement (the "Stockholders Agreement") of the Company, including
provisions governing amendments to the Proposed Organizational Documents,
actions by written consent of stockholders and the issuance of preferred stock,
with respect to which the Requisite Vieco USA Stockholder will have certain
rights pursuant to the Stockholders' Agreement (and, following the post-Closing
distribution of Virgin Orbit common stock by the Requisite Vieco USA Stockholder
to VIL and Aabar Space Inc., with respect to which VIL will have the designation
and consent rights and Aabar Space Inc. will have a board designation right, in
each case pursuant to the Stockholders' Agreement) ("Organizational Documents
Proposal D"). The voting results with respect to Organizational Documents
Proposal D were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,558,716 2,425,107 18,900 N/A
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Approval of Organization Documents Proposal E
NextGen's shareholders approved all other changes in connection with the
replacement of the Cayman Constitutional Documents with the Proposed Certificate
of Incorporation and Proposed Bylaws in connection with the consummation of the
Business Combination, including (i) changing the corporate name from "NextGen
Acquisition Corp. II" to "Virgin Orbit Holdings, Inc.", (ii) making Virgin
Orbit' corporate existence perpetual, (iii) adopting the Court of Chancery of
the State of Delaware as the exclusive forum for certain stockholder litigation
(or, in the event that the Court of Chancery does not have jurisdiction, the
federal district court for the District of Delaware or other state courts of the
State of Delaware) and any appellate court therefrom, (iv) electing not to be
governed by Section 203 of the DGCL and, instead, be governed by a provision
substantially similar to Section 203 of the DGCL, except that the modified
restrictions provide that the Vieco USA shareholders that receive Virgin Orbit
common stock at the Effective Time and their permitted transferees will not be
deemed to be "interested stockholders," regardless of the percentage of their
voting stock and are therefore not subject to such restrictions, (v) granting an
explicit waiver regarding corporate opportunities to certain "exempted persons"
(including Virgin Orbit's non-employee directors, Vieco 10 Limited, Virgin
Investments Limited, Aabar Space Inc. and NextGen Sponsor II LLC and their
respective affiliates and representatives), and (vi) removing certain provisions
related to NextGen's status as a blank check company that will no longer be
applicable upon consummation of the Business Combination, all of which NextGen's
board of directors believes is necessary to adequately address the needs of
Virgin Orbit after the Business Combination ("Organizational Documents Proposal
E"). The voting results with respect to Organizational Documents Proposal E were
as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,578,785 2,417,655 6,283 N/A
Approval of the Director Election Proposal
NextGen's shareholders approved by ordinary resolution, the election of Dan
Hart, Susan Helms, Evan Lovell, George N. Mattson, Katharina McFarland, Abdulla
Shadid and Gregory L. Summe who, upon consummation of the Business Combination,
will be the directors of Virgin Orbit (the "Director Election Proposal").
The voting results with respect to the election of Dan Hart were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,579,342 2,417,714 5,667 N/A
The voting results with respect to the election of Susan Helms were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,579,342 2,417,714 5,667 N/A
The voting results with respect to the election of Evan Lovell were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,579,342 2,417,714 5,667 N/A
The voting results with respect to the election of George N. Mattson were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,579,342 2,417,714 5,667 N/A
The voting results with respect to the election of Katharina McFarland were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,579,342 2,417,714 5,667 N/A
The voting results with respect to the election of Abdulla Shadid were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,579,342 2,417,714 5,667 N/A
The voting results with respect to the election of Gregory L. Summe were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,579,342 2,417,714 5,667 N/A
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Approval of the Stock Issuance Proposal
NextGen's shareholders approved by ordinary resolution, for purposes of
complying with the applicable provisions of The Nasdaq Stock Market Listing Rule
5635, the issuance of Virgin Orbit common stock to (a) the PIPE Investors,
including the Sponsor Related PIPE Investors and the Vieco USA PIPE Investors,
pursuant to the PIPE Investment (as each capitalized term in clause (a) is
defined in the Definitive Proxy) and (b) the Vieco USA Stockholders pursuant to
the Merger Agreement, in each case as further described in the Definitive Proxy
(collectively, the "Stock Issuance Proposal"). The voting results with respect
to the Stock Issuance Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,575,997 2,421,612 5,114 N/A
Approval of the Incentive Award Plan Proposal
NextGen's shareholders approved by ordinary resolution, the 2021 Plan (the
"Incentive Award Plan Proposal"). The voting results with respect to the Equity
Incentive Plan Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,286,442 2,657,389 58,892 N/A
Approval of the ESPP Proposal
NextGen's shareholders approved by ordinary resolution, the ESPP (the "ESPP
Proposal"). The voting results with respect to the ESPP Proposal were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,535,984 2,421,135 45,604 N/A
Approval of the Adjournment Proposal
NextGen's shareholders approved the adjournment of the Extraordinary General
Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for the
approval of one or more proposals at the Extraordinary General Meeting (the
"Adjournment Proposal"). The voting results with respect to the Adjournment
Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
28,975,998 3,019,917 6,808 N/A
Though not guaranteed, NextGen expects to close the Business Combination,
subject to the satisfaction or waiver of customary closing conditions, and for
the Virgin Orbit common stock and warrants to begin publicly trading on The
Nasdaq Capital Market under the new symbols "VORB" and "VORBQ", respectively, at
the end of December, 2021.
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Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or
otherwise subject to liabilities under that section, and shall not be deemed to
be incorporated by reference into the filings of NextGen under the Securities
Act or the Exchange Act, regardless of any general incorporation language in
such filings. This report will not be deemed an admission as to the materiality
of any information of the information contained in this Item 7.01, including
Exhibit 99.1.
On December 28, 2021, NextGen issued a press release announcing the results of
the Extraordinary General Meeting and related matters. A copy of the press
release is furnished as Exhibit 99.1 hereto and incorporated by reference
herein.
Item 8.01 Other Events.
In connection with the BCA Proposal, NextGen's shareholders elected to redeem an
aggregate of approximately 31,480,291 NextGen Class A ordinary shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated December 28, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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