Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 8, 2021, Osprey Technology Acquisition Corp. ("Osprey" or the "Company") held a special meeting (the "Special Meeting") of the stockholders of the Company virtually via live webcast at https://www.cstproxy.com/ospreytechnology/sm2021, at which holders of 26,572,450 shares of common stock were present in person or by proxy, representing 67.22% of the voting power of the shares of the Company's common stock as of July 16, 2021, the record date for the Special Meeting (stockholders of record as of the close of business on the record date are referred to herein as "Stockholders"). Each of the proposals listed below is described in more detail in the Company's definitive proxy statement/prospectus filed with the United States Securities and Exchange Commission on August 11, 2021 (the "Proxy Statement") beginning on page 126, which is incorporated herein by reference. A summary of the voting results at the Special Meeting for each of the proposals is set forth below:

Proposal No. 1: The Stockholders approved and adopted the Agreement and Plan of Merger, dated as of February 17, 2021 (as it may be amended and/or restated from time to time, the "merger agreement"), by and among Osprey, Osprey Technology Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Osprey ("Merger Sub"), and BlackSky Holdings, Inc., a Delaware corporation ("BlackSky"), pursuant to which Merger Sub will merge with and into BlackSky, with BlackSky being the surviving company and a wholly-owned subsidiary of Osprey (the "merger") and the transactions contemplated thereby, including the merger. The voting results for this proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
26,398,002   158,806   15,642          N/A

Proposal No. 2-7: The Stockholders approved six separate proposals for amendments to the amended and restated certificate of incorporation of Osprey (the "proposed charter") that will replace Osprey's existing certificate of incorporation (the "existing charter") at the effective time and the existing charter, the full text of which is attached to the Proxy Statement as Annex B:

Proposal No. 2: The Stockholders approved a proposal to increase the number of authorized shares of Class A common stock of Osprey and to eliminate the Class B common stock classification. The voting results for this proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
26,324,215   208,709   39,526          N/A

Proposal No. 3: The Stockholders approved a proposal to increase the number of authorized shares of preferred stock of Osprey. The voting results for this proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
26,185,494   270,057   116,899         N/A

Proposal No. 4: The Stockholders approved a proposal to require the affirmative vote of a majority of the entire board of directors and holders of at least 66 2/3% of the voting power of all then outstanding voting securities entitled to vote thereon, voting together as a single class, to amend, repeal or modify certain provisions of the proposed charter. The voting results for this proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
26,272,544   250,869   49,037          N/A

Proposal No. 5: The Stockholders approved a proposal to provide that the number of authorized shares of any series of preferred stock authorized under the proposed charter may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares of any such series then outstanding) by the adoption of a resolution by the board of directors. The voting results for this proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
26,226,995   229,612   115,843         N/A




                                       2

--------------------------------------------------------------------------------

Proposal No. 6: The Stockholders approved a proposal to provide for the classification of the board of directors into three classes of directors and for the removal of directors only for cause and only upon the affirmative vote of holders of at least 66 2/3% of the voting power of the issued and outstanding shares of capital stock entitled to vote in the election of directors, voting together as a single class. The voting results for this proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
26,247,887   273,359   51,204          N/A

Proposal No. 7: The Stockholders approved a proposal to approve the proposed charter, which includes the approval of all other changes in the proposed charter in connection with replacing the existing charter with the proposed charter as of the closing of the merger. The voting results for this proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
26,272,290   248,216   51,994          N/A

Proposal No. 8: The Stockholders approved the election of six directors, effective immediately upon the closing of the merger, to be allocated by the board of directors into three classes of directors and to serve staggered terms on the Osprey board of directors until the first, second and third annual meetings of stockholders following the date of the filing of the proposed charter, as applicable, and until their respective successors are duly elected and qualified.



The voting results with respect to the election of Brian O'Toole were as
follows:



   For       Against   Abstain   Broker Non-Votes
26,305,890     N/A     266,560         N/A


The voting results with respect to the election of Will Porteous were as
follows:



   For       Against   Abstain   Broker Non-Votes
26,305,275     N/A     267,175         N/A


The voting results with respect to the election of David DiDomenico were as
follows:



   For       Against   Abstain   Broker Non-Votes
26,302,538     N/A     269,912         N/A


The voting results with respect to the election of Magid Abraham were as
follows:



   For       Against   Abstain   Broker Non-Votes
26,315,626     N/A     256,824         N/A


The voting results with respect to the election of Timothy Harvey were as
follows:



   For       Against   Abstain   Broker Non-Votes
26,319,294     N/A     253,156         N/A




                                       3

--------------------------------------------------------------------------------

The voting results with respect to the election of Jim Tolonen were as follows:





   For       Against   Abstain   Broker Non-Votes
26,318,621     N/A     253,829         N/A

Proposal No. 9: The Stockholders approved, for purposes of complying with the applicable NYSE listing requirements (including Section 312.03 of the NYSE's Listed Company Manual), the issuance of shares of Osprey Class A common stock in accordance with the terms of the merger agreement and the PIPE documents in connection with the merger and the PIPE investment. The voting results for this proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
26,318,047   162,020   92,383          N/A

Proposal No. 10: The Stockholders approved and adopted the 2021 Equity Incentive Plan (the "Omnibus Incentive Plan"), including the authorization of the initial share reserve under the Omnibus Incentive Plan. The voting results for this proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
26,203,715   312,593   56,142          N/A

Proposal No. 11: The Stockholders approved and adopted the Employee Stock Purchase Plan (the "ESPP"), including authorization of the initial share reserve under the ESPP. The voting results for this proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
26,359,118   176,353   36,979          N/A

Proposal No. 12: The Stockholders approved the adjournment of this meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Osprey Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Amendment Proposals, the Director Election Proposal, the NYSE Proposal, the Omnibus Incentive Plan Proposal or the ESPP Proposal. The voting results for this proposal were as follows:





   For        Against    Abstain   Broker Non-Votes
25,501,247   1,040,285   30,918          N/A

Each of the above proposals and nominees received a "FOR" vote from Stockholders holding a majority of the Company's Class A common stock outstanding and all Class B common stock outstanding. Stockholders holding 21,375,376 shares of the Company's Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account (the "Trust Account") at a redemption price of approximately $10.05 per share. As a result, approximately $214,906,385.05 million in cash will be removed from the Trust Account to pay such holders.


                                       4

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses