NOVS CAPI Item 5.07 Submission of Matters to a Vote of Security Holders.
On
· The "Business Combination Proposal" - To consider and vote upon a proposal
to approve and adopt the Business Combination Agreement, and the
transactions contemplated thereby, pursuant to which Novus will issue
shares of common stock of Novus ("Combined Company Common Stock") to
holders of common stock of Energy Vault ("Energy Vault Common Stock") and
Merger Sub will merge with and into Legacy Energy Vault, with Legacy
Energy Vault surviving the Merger and becoming a wholly-owned direct
subsidiary of Novus;
· The "Charter Proposals" - To consider and vote upon amendments to Novus's
amended and restated certificate of incorporation. The proposed amendments
detailed below were voted on separately and the results are as set forth
below:
o Name Change Charter Amendment - to change Novus's name to "Energy
Vault Holdings, Inc. ";
o Common Stock Reclassification Amendment - to eliminate the Class B
Common Stock classification and provide for a single class of common
stock;
o The Authorized Share Charter Amendment -To change the number of
authorized shares of Novus's capital stock, par value $0.0001 per
share, from 525,000,000 shares, consisting of (a) 520,000,000 shares
of common stock, including 500,000,000 shares of Class A Common
Stock and 20,000,000 shares of Class B Common Stock and (b)
5,000,000 shares of preferred stock, to 505,000,000 shares,
consisting of (i) 500,000,000 shares of common stock and (ii)
5,000,000 shares of preferred stock;
o The Director Removal Charter Amendment - to provide that any
director or the entire board of directors of Novus may be removed
from office at any time, but only for cause and only by the
affirmative vote of the holders of at least 662/3% of the voting
power of all then-outstanding shares of Novus's capital stock
entitled to vote thereon, voting together as a single class;
o Corporate Opportunity Charter Amendment - to eliminate the current
limitations in place on the corporate opportunity doctrine;
o Voting Thresholds Charter Amendment - to increase the required vote
thresholds for approving amendments to the bylaws and to certain
specified provisions of the certificate of incorporation to 662/3% ;
and
o Additional Charter Amendment - to approve all other changes
including eliminating certain provisions related to special purpose
acquisition corporations that will no longer be relevant following
the closing of the Business Combination (the "Closing").
· The "Equity Incentive Plan Proposal"- To consider and vote upon the
adoption of the Energy Vault Holdings, Inc. 2022 Equity Incentive Plan
(the "2022 Plan") established to be effective after the Closing to assist
Novus, immediately upon consummation of the Business Combination (the
"Combined Company") in retaining the services of eligible employees,
directors and consultants, to secure and retain the services of new
employees, directors and consultants and to provide incentives for such
persons to exert maximum efforts for the Combined Company's success;
· The NYSE Proposal - To consider and vote upon a proposal to (i) issue
Combined Company Common Stock to (a) the holders of Energy Vault Common
Stock as a result of the Merger pursuant to the Business Combination
Agreement and (b) the investors in the PIPE; and (ii) issue equity awards
under the 2022 Plan if such plan is approved in accordance with the Equity
Incentive Plan Proposal.
There were 28,750,000 shares of Novus Class A Common Stock, and 7,187,500 shares of Novus Class B common stock, issued and outstanding on the record date for the Special Meeting. At the Special Meeting, there were 26,408,651 shares voted by proxy or in person, which constituted a quorum. The results for each matter were as follows:
Business Combination Proposal: Novus's stockholders approved the Business Combination Proposal, based on the following votes:
Votes FOR Votes AGAINST Abstain Broker Non-Votes 25,778,478 587,935 42,238 N/A
Charter Proposals: Novus's stockholders approved the Charter Proposals, based on the following votes:
Name Change Charter Amendment Votes FOR Votes AGAINST Abstain Broker Non-Votes 25,778,498 587,735 42,418 N/A
Common Stock Reclassification Amendment
Votes FOR Votes AGAINST Abstain Broker Non-Votes 25,778,172 587,259 43,220 N/A
The Authorized Share Charter Amendment
Votes FOR Votes AGAINST Abstain Broker Non-Votes 25,770,974 589,240 48,437 N/A
The Director Removal Amendment
Votes FOR Votes AGAINST Abstain Broker Non-Votes 25,727,414 627,329 53,908 N/A
The Corporate Opportunity Charter Amendment
Votes FOR Votes AGAINST Abstain Broker Non-Votes 25,754,309 598,215 56,127 N/A
Voting Thresholds Charter Amendment
Votes FOR Votes AGAINST Abstain Broker Non-Votes 25,721,689 640,858 46,104 N/A Additional Charter Amendment Votes FOR Votes AGAINST Abstain Broker Non-Votes 25,777,157 587,735 43,759 N/A
Equity Incentive Plan Proposal: Novus's stockholders approved the Equity Incentive Plan Proposal, based on the following votes:
Votes FOR Votes AGAINST Abstain Broker Non-Votes 25,501,840 853,444 53,367 N/A
NYSE Proposal: Novus's stockholders approved the NYSE Proposal, based on the following votes:
Votes FOR Votes AGAINST Abstain Broker Non-Votes 24,739,719 1,619,736 49,196 N/A
© Edgar Online, source
