Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 9, 2022, Planet Labs PBC (the "Company") held its 2022 Annual
Meeting of Stockholders (the "Annual Meeting"). Set forth below are the matters
acted upon at the Annual Meeting and the final voting results on each matter.
There were 248,883,598 shares of the Company's Class A common stock and
21,157,586 shares of the Company's Class B common stock entitled to vote as of
the record date for the Annual Meeting, each share of Class A common stock being
entitled to one vote, and each share of Class B common stock being entitled to
twenty votes. A total of 133,924,414 shares of the Company's Class A and Class B
common stock, voting as a single class and representing in aggregate 535,918,548
votes, were represented and voted at the Annual Meeting or by proxy at the
Annual Meeting.
Proposal One: Election of Directors
The Company's stockholders elected William Marshall, Robert Schingler Jr., and
J. Heidi Roizen as members of the Company's board of directors as Class I
directors for a three-year term, and Kristen Robinson as a member of the
Company's board of directors as a Class III director for a two-year term. In
connection with her election as a Class III director, Kristen Robinson will join
the Compensation Committee of the board of directors, and will replace Carl Bass
as the chair of the Compensation Committee, effective immediately. The results
of the vote were as follows:
Nominee For Withheld Broker Non-Votes
William Marshall 487,677,439 8,101,324 40,139,785
Robert Schingler Jr. 477,253,884 18,524,879 40,139,785
J. Heidi Roizen 486,889,067 8,889,696 40,139,785
Kristen Robinson 495,539,565 239,198 40,139,785
Proposal Two: Ratification of Appointment of Independent Registered Public
Accounting Firm
The Company's stockholders ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the fiscal year
ending January 31, 2023. The results of the vote were as follows:
For Against Abstain Broker Non-Votes
534,634,879 957,663 326,006 -
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