Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Aurora Innovation, Inc. 2021 Equity Incentive Plan
On
Item 5.07 Submission of Matters to a Vote of Security Holders
Extraordinary General Meeting of Shareholders
At the Extraordinary General Meeting, holders of 92,659,716 RTPY ordinary
shares, which represented 75.83% of the ordinary shares outstanding and entitled
to vote as of the record date of
Approval of the BCA Proposal
The shareholders approved by ordinary resolution and adopted the Agreement and
Plan of Merger, dated as of
Votes For Votes Against Abstentions Broker Non-Votes 85,370,770 3,748,788 3,540,158 N/A
Approval of the Domestication Proposal
The shareholders approved by special resolution the change of RTPY's
jurisdiction of incorporation by deregistering as an exempted company in the
Votes For Votes Against Abstentions Broker Non-Votes 85,320,572 3,745,940 3,593,204 N/A
Organizational Documents Proposals
The shareholders approved by special resolution the following material
differences between the Amended and Restated Memorandum and Articles of
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proposed new certificate of incorporation ("Proposed Certificate of Incorporation") and the proposed new bylaws ("Proposed Bylaws") of Aurora Innovation:
Approval of Organizational Documents Proposal A
The shareholders approved the change in the authorized share capital of RTPY ,
which will be renamed "
Votes For Votes Against Abstentions Broker Non-Votes 85,245,960 3,804,105 3,609,651 N/A
Approval of Organizational Documents Proposal B
The shareholders approved that the board of directors of Aurora Innovation be authorized to issue any or all shares of Aurora Innovation preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the board of directors of Aurora Innovation and as may be permitted by the Delaware General Corporation Law ("DGCL") ("Organizational Documents Proposal B"). The voting results with respect to Organizational Documents Proposal B were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 85,242,543 3,808,953 3,608,220 N/A
Approval of Organizational Documents Proposal C
The shareholders approved that the board of directors of Aurora Innovation be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term ("Organizational Documents Proposal C"). The voting results with respect to Organizational Documents Proposal C were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 85,258,280 3,798,986 3,602,450 N/A
Approval of Organizational Documents Proposal D
The shareholders approved that
Votes For Votes Against Abstentions Broker Non-Votes 85,300,154 3,758,375 3,601,187 N/A
Approval of Organizational Documents Proposal E
The shareholders approved a dual class common stock structure pursuant to which holders of Aurora Innovation Class A common stock will be entitled to cast one vote per share of Aurora Innovation Class A common stock and holders of shares of Aurora Innovation Class B common stock will be entitled to cast 10 votes per share of Aurora Innovation Class B common stock on each matter properly submitted to Aurora Innovation stockholders entitled to vote ("Organizational Documents Proposal E"). The voting results with respect to Organizational Documents Proposal E were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 83,334,314 5,705,299 3,620,103 N/A
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Approval of Organizational Documents Proposal F
The shareholders approved all other changes in connection with the amendment and
replacement of the Cayman Constitutional Documents with the Proposed Certificate
of Incorporation and Proposed Bylaws in connection with the consummation of the
Business Combination, including (1) changing the corporate name from "Reinvent
Technology Partners Y" to "
Votes For Votes Against Abstentions Broker Non-Votes 85,290,947 3,804,085 3,564,684 N/A
Approval of the Director Election Proposal
The shareholders approved by ordinary resolution, the election of
The voting results with respect to the election of
Votes For Votes Against Abstentions Broker Non-Votes 85,282,990 3,768,656 3,608,070 N/A The voting results with respect to the election ofSterling Anderson were as follows: Votes For Votes Against Abstentions Broker Non-Votes 85,282,990 3,768,656 3,608,070 N/A The voting results with respect to the election ofMichelangelo Volpi were as follows: Votes For Votes Against Abstentions Broker Non-Votes 85,282,990 3,768,656 3,608,070 N/A The voting results with respect to the election ofCarl Eschenbach were as follows: Votes For Votes Against Abstentions Broker Non-Votes 85,282,990 3,768,656 3,608,070 N/A The voting results with respect to the election ofDara Khosrowshahi were as follows: Votes For Votes Against Abstentions Broker Non-Votes 85,282,990 3,768,656 3,608,070 N/A
The voting results with respect to the election of
Votes For Votes Against Abstentions Broker Non-Votes 85,282,990 3,768,656 3,608,070 N/A The voting results with respect to the election ofBrittany Bagley were as follows: Votes For Votes Against Abstentions Broker Non-Votes 85,282,990 3,768,656 3,608,070 N/A
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The voting results with respect to the election ofJames Andrew Bagnell were as follows: Votes For Votes Against Abstentions Broker Non-Votes 85,282,990 3,768,656 3,608,070 N/A
Approval of the Stock Issuance Proposal
The shareholders approved by ordinary resolution, for the purposes of complying
with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of
shares of Aurora Innovation common stock pursuant to the Merger Agreement and
the
Votes For Votes Against Abstentions Broker Non-Votes 85,285,658 3,759,237 3,614,821 N/A
Approval of the Incentive Award Plan Proposal
The shareholders approved by ordinary resolution, the
Votes For Votes Against Abstentions Broker Non-Votes 78,675,093 10,344,179 3,640,444 N/A
Approval of the Adjournment Proposal
The shareholders approved the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting (the "Adjournment Proposal"). The voting results with respect to the Adjournment Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 84,991,511 4,065,641 3,602,564 N/A
Item 8.01 Other Events
Though not guaranteed, RTPY expects to close the Business Combination on
75,458,911 of the RTPY's Class A ordinary shares were presented for redemption in connection with the Business Combination.
In accordance with the Merger Agreement, Aurora has agreed to waive the Minimum Cash Condition and the Maximum Redemption Condition (each, as defined in the Definitive Proxy) as conditions to the obligation of Aurora to consummate the Business Combination.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated as ofNovember 2, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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