Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 26, 2022, at the 2022 Annual Meeting of Stockholders (the "Annual
Meeting") of Stockholders of Radius Global Infrastructure, Inc. (the "Company"),
in accordance with the voting results set forth below under Item 5.07, the
Company's stockholders approved (i) an amendment to the Radius Global
Infrastructure, Inc. 2020 Equity Incentive Plan (the "Equity Plan") to increase
from 13,500,000 to 25,000,000 the maximum number of shares that may be issued or
paid under or with respect to all awards (considered in the aggregate) granted
under the Equity Plan and the maximum number of shares that may be subject to
incentive stock options granted under the Equity Plan (the "Equity Plan
Amendment") and (ii) adoption of the Radius Global Infrastructure, Inc. 2022
Employee Stock Purchase Plan (the "ESPP").
Descriptions of the Equity Plan and the Equity Plan Amendment are set forth in
the section entitled "Proposal No. 4: Approval of an Amendment to the Radius
Global Infrastructure, Inc. 2020 Equity Incentive Plan" on pages 65 through 73
of the Company's definitive proxy statement filed on April 8, 2022 (the "Proxy
Statement"), a description of the ESPP is set forth in the section entitled
"Proposal No. 5: Approval of Adoption of Radius Global Infrastructure, Inc. 2022
Employee Stock Purchase Plan" on pages 74 through 83 of the Proxy Statement, and
such descriptions are incorporated herein by reference. The descriptions of the
Equity Plan, the Equity Plan Amendment, and the ESPP are qualified by reference
to the full text of the Equity Plan attached as Annex A to the Proxy Statement,
the full text of the Equity Plan Amendment included on pages 67 and 68 of the
Proxy Statement, and the full text of the ESPP attached as Annex B to the Proxy
Statement, respectively, each of which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting was held on May 26, 2022. Matters submitted to
stockholders at the meeting and the voting results thereof were as follows:
Election of Directors. The stockholders of the Company elected each of the
director nominees nominated by the Company's Board of Directors to serve until
the Company's 2023 Annual Meeting of Stockholders and until their successor has
been duly elected and qualified. The following is a breakdown of the voting
results:
BROKER
DIRECTOR FOR AGAINST ABSTAIN NON-VOTES
Paul A. Gould 76,936,233 2,996,497 8,547 2,764,461
Antoinette Cook Bush 79,917,818 15,410 8,049 2,764,461
Thomas C. King 77,700,788 2,231,942 8,547 2,764,461
Nick S. Advani 79,612,557 320,173 8,547 2,764,461
Ashley Leeds 79,668,495 263,435 9,347 2,764,461
Ratification of the Company's Independent Registered Public Accounting Firm. The
stockholders of the Company ratified the appointment of KPMG LLP as the
Company's independent registered public accounting firm for the fiscal year
ending December 31, 2022. The following is a breakdown of the voting results:
FOR AGAINST ABSTAIN BROKER NON-VOTES
82,362,584 302,735 40,419 0
Approval, on an advisory basis, the Preferred Frequency of Stockholder Advisory
Votes on Executive Compensation. The stockholders of the Company approved, on an
advisory basis, the preferred frequency of stockholder advisory votes on
executive compensation. The following is a breakdown of the voting results:
EVERY YEAR TWO YEARS THREE YEARS ABSTAIN
79,793,596 4,990 129,751 12,940
The Company has determined, consistent with the Board of Directors'
recommendation and these results, to hold future advisory votes on executive
compensation every year.
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Approval of an Amendment to Radius Global Infrastructure, Inc. 2020 Equity
Incentive Plan. The stockholders of the Company approved the Equity Plan
Amendment. The following is a breakdown of the voting results:
FOR AGAINST ABSTAIN BROKER NON-VOTES
61,788,982 18,144,567 7,728 2,764,461
Approval of the Radius Global Infrastructure, Inc. 2022 Employee Stock Purchase
Plan. The stockholders of the Company approved adoption of the ESPP. The
following is a breakdown of the voting results:
FOR AGAINST ABSTAIN BROKER NON-VOTES
79,629,610 300,232 11,435 2,764,461
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