PORCH GROUP, INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
1. The Business Combination Proposal - To consider and vote upon a proposal to
approve the Agreement and Plan of Merger, dated as of
Common Stock Common Stock Common Stock Broker
Proposal No. Votes For Votes Against Abstentions Non-Votes
1. 16,856,767 2,520 1 0
The Business Combination Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.
2. The Charter Proposals -
(a) Increase of Authorized Shares - To authorize an increase in the number of authorized shares of New Porch common stock from 110,000,000 to 400,000,000 and increase the number of authorized shares of New Porch preferred stock from 1,000,000 to 10,000,000 (Class A Common Stock and Class B Common Stock, each voting as a separate class):
Class A Common Class A Common
Class A Common Stock Votes Stock Broker Non-
Charter Proposal No. Stock Votes For Against Abstentions Votes
2. 11,141,037 1,400,745 5,006 0
Class B Common Class B Common
Class B Common Stock Votes Stock Broker Non-
Charter Proposal No. Stock Votes For Against Abstentions Votes
2. 4,312,500 0 0 0
The Increase of Authorized Shares Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of Class A Common Stock and Class B Common Stock, voting separately.
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(b) Elimination of Class B Common Stock - To approve the elimination of the Class B Common Stock classification and provide for a single class of common stock (Class A Common Stock and Class B Common Stock, each voting as a separate class):
Class A Common Class A Common
Class A Common Stock Votes Stock Broker Non-
Charter Proposal No. Stock Votes For Against Abstentions Votes
3. 12,544,613 2,174 1 0
Class B Common Class B Common
Class B Common Stock Votes Stock Broker Non-Charter Proposal No. Stock Votes For Against Abstentions Votes
3. 4,312,500 0 0 0
The Elimination of Class B Common Stock Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of Class A Common Stock and Class B Common Stock, voting separately.
(c) No Class Vote on Changes in Authorized Number of Shares of Stock - To provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the voting power of the stock of the Company entitled to vote in the election of directors, voting together as a single class (Class A Common Stock and Class B Common Stock, each voting as a separate class):
Class A Common Class A Common
Class A Common Stock Votes Stock Broker Non-
Charter Proposal No. Stock Votes For Against Abstentions Votes
4. 12,541,326 5,003 459 0
Class B Common Class B Common
Class B Common Stock Votes Stock Broker Non-
Charter Proposal No. Stock Votes For Against Abstentions Votes
4. 4,312,500 0 0 0
The No Class Vote on Changes in Authorized Number of Shares of Stock Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of Class A Common Stock and Class B Common Stock, voting separately.
(d) Number of Directors to be Determined in Bylaws - To provide that the number of directors of the Company shall be fixed from time to time in accordance with the Bylaws of the Company (Class A Common Stock and Class B Common Stock, voting together as a single class):
Common Stock Common Stock Common Stock Broker Non-
Charter Proposal No. Votes For Votes Against Abstentions Votes
5. 15,457,037 1,397,305 4,946 0
The Number of Directors to be Determined in Bylaws Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of Common Stock.
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(e) Amendments to Waiver of Corporate Opportunities Prospective Only - To provide that amendments to the Company's waiver of corporate opportunities will be prospective only (Class A Common Stock and Class B Common Stock, voting together as a single class):
Common Stock Common Stock Common Stock Broker Non-
Charter Proposal No. Votes For Votes Against Abstentions Votes
6. 16,849,422 4,420 5,446 0
The Amendments to Waiver of Corporate Opportunities Prospective Only Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of Common Stock.
(f) Required Vote to Amend Certain Provisions Relating to the Directors - To require the vote of 66.7% of the voting power of the stock of the Company entitled to vote in the election of directors, voting together as a single class, to amend the provisions of the Proposed Charter relating to the powers, number, election, term, vacancies and removal of directors of the Company (Class A Common Stock and Class B Common Stock, voting as a separate class):
Class A Common Class A Common
Class A Common Stock Votes Stock Broker Non-
Charter Proposal No. Stock Votes For Against Abstentions Votes
7. 10,906,723 1,635,471 4,594 0
Class B Common Class B Common
Class B Common Stock Votes Stock Broker Non-
Charter Proposal No. Stock Votes For Against Abstentions Votes
7. 4,312,500 0 0 0
The Required Vote to Amend Certain Provisions Relating to the Directors Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of Class A Common Stock and Class B Common Stock, voting separately.
(g) Replacement of the Existing Charter - Approval, conditioned upon the
approval of (a) through (f) above, of the 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 and all other changes contained therein,
including changing the name of the Company from "
Common Stock Common Stock Common Stock Broker Non-
Charter Proposal No. Votes For Votes Against Abstentions Votes
8. 16,849,424 4,220 5,644 0
The Replacement of the Existing Charter Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of Common Stock.
3. The Director Election Proposal - to approve the appointment of each of the
nine directors to serve on the board of directors of the Company until their
respective successors are duly elected and qualified pursuant to the terms of
the proposed amended and restated certificate of incorporation of the Company
(Class A Common Stock and Class B Common Stock, voting together as a single
class):
Common Stock Common Stock
Proposal No. Director Nominee Votes For Votes Withheld Broker Non-Votes
9. Matt Ehrlichman 16,847,002 12,286 0
Joe Hanauer 16,841,734 17,554 0
Alan Pickerill 16,609,111 250,177 0
Asha Sharma 15,348,139 1,511,149 0
Chris Terrill 16,803,834 55,454 0
Javier Saade 16,833,864 25,424 0
Regi Vengalil 16,854,682 4,606 0
Thomas D. Hennessy 15,359,697 1,499,591 0
Margaret Whelan 15,348,049 1,511,239 0
The appointment of each director nominee was approved, having received "for" votes from a plurality of the votes cast by holders of Common Stock represented in person or by proxy at the Special Meeting.
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4. The Merger Issuance Proposal - To approve, for purposes of complying with applicable listing rules of the NASDAQ: (i) the issuance of shares of New Porch common stock pursuant to the Merger Agreement, including 5,000,000 restricted shares of New Porch common stock that will vest upon the achievement of certain earnout thresholds prior to the third anniversary of the closing of the Merger; and (ii) the related change of control of the Company that will occur in connection with consummation of the Merger and the other transactions contemplated by the Merger Agreement (Class A Common Stock and Class B Common Stock, voting together as a single class):
Common Stock Common Stock Common Stock Broker Non-
Proposal No. Votes For Votes Against Abstentions Votes
10. 16,850,019 4,623 4,646 0
The Merger Issuance Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.
5. The PIPE Issuance Proposal - To approve, for purposes of complying with applicable listing rules of the NASDAQ, the issuance of shares of Class A Common Stock (such shares of Class A Common Stock to be automatically converted into New Porch common stock upon the consummation of the Merger) pursuant to the subscription agreements entered into between the Company and certain third-party investors (Class A Common Stock and Class B Common Stock, voting together as a single class):
Common Stock Common Stock Common Stock Broker Non-
Proposal No. Votes For Votes Against Abstentions Votes
11. 16,854,452 4,330 506 0
The PIPE Issuance Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.
6. The Incentive Plan Proposal - To consider and vote upon a proposal to approve
and adopt
Common Stock Common Stock Common Stock Broker Non-
Proposal No. Votes For Votes Against Abstentions Votes
12. 14,224,509 2,634,373 406 0
The Incentive Plan Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.
Item 8.01 Other Events.
In connection with the Merger, holders of 400 shares of Class A Common Stock
exercised their right to redeem their shares for cash at a redemption price of
approximately
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