REVN ACCE Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Election of Directors
In connection with the Special Meeting, stockholders of RAAC elected
2021 Equity Incentive Plan
On
The number of shares available for issuance under the 2021 Plan will be
increased on the first day of each fiscal year beginning with the 2022 fiscal
year in an amount equal to the lesser of (i) five percent (5%) of the
outstanding shares on the last day of the immediately preceding fiscal year and
(ii) such lower number of shares, as determined by the administrator of the 2021
Plan. A summary of the 2021 Plan is included in RAAC's definitive Proxy
Statement (the "Definitive Proxy") for the Special Meeting filed with the
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for each matter submitted to a vote of the Company stockholders at the Special Meeting are set forth below:
1. The Business Combination Proposal: To approve the Merger Agreement and the
Business Combination.
For Against Abstain Broker Non-Votes
23,020,759 843,445 935 N/A
2. The Nasdaq Proposal: To approve, for purposes of complying with applicable
listing rules of the Nasdaq Stock Market LLC ("Nasdaq"), the issuance of
shares of Class A common stock of the Company in connection with the Business
Combination.
For Against Abstain Broker Non-Votes23,021,481 843,272 386 N/A
3. The Charter Proposal: To approve the proposed third amended and restated
certificate of incorporation of the Company, which will replace the second
amended and restated certificate of incorporation of the Company upon closing
of the Business Combination.
For Against Abstain Broker Non-Votes
23,013,245 845,180 6,714 N/A
4. The Advisory Charter Proposals: To approve, on a non-binding advisory basis,
the following material differences between the second amended and restated
certificate of incorporation and the third amended and restated certificate of
incorporation:
a. Perpetual Existence, Name Change and SPAC Provisions: To make the Company's
corporate existence perpetual as opposed to the current Company's corporate
existence, which is required to be dissolved and liquidated 24 months
following the closing of the Company's initial public offering if it does not
complete an initial business combination, to change the name of the Company
from Revolution Acceleration Acquisition Corp to Berkshire Grey, Inc. and to
remove from the second amended and restated certificate of incorporation the
various provisions applicable only to special purpose acquisition companies.
For Against Abstain Broker Non-Votes
22,540,828 1,165,566 158,745 N/A
b. Authorized Shares: To increase the number of authorized shares of Company
Class A common stock from 75,000,000 to 385,000,000.
For Against Abstain Broker Non-Votes
21,981,131 1,716,763 167,245 N/A
c. Classified Board: To provide that there shall be three classes of directors
serving staggered terms, with the terms of Class I, Class II and Class III
directors expiring at the annual meeting of stockholders to be held in 2022,
2023 and 2024, respectively, and each term expiring three years thereafter, in
each case.
For Against Abstain Broker Non-Votes
21,847,849 1,851,030 166,260 N/A
d. Removal of Ability to Act by Written Consent: To provide that no action shall
be taken by stockholders except at an annual or special meeting of the
stockholders.
For Against Abstain Broker Non-Votes
21,796,187 1,904,269 164,683 N/A
e. Voting Thresholds Charter Amendment: To provide that certain amendments to
provisions of the third amended and restated certificate of incorporation will
require the approval of at least two-thirds of the Company's then-outstanding
shares of capital stock entitled to vote on such amendment.
For Against Abstain Broker Non-Votes
22,333,397 1,363,676 168,066 N/A
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f. Voting Thresholds Bylaws Amendment: To provide that certain amendments to the
Company's bylaws will require the approval of at least two-thirds of the
then-outstanding shares of capital stock entitled to vote on such amendment,
provided that if the board of directors recommends such approval, such
amendment will only require the approval of at least a majority of
then-outstanding shares of capital stock entitled to vote on such amendment.
For Against Abstain Broker Non-Votes
22,388,703 1,363,422 163,014 N/A
g. Opt-Out of DGCL 203: To provide that the Company shall not be governed by
Section 203 of the General Corporation Law of the State of Delaware .
For Against Abstain Broker Non-Votes
22,322,563 1,355,582 186,994 N/A
5. The Incentive Plan Proposal: To approve and adopt the 2021 Plan, including the
authorization of the initial share reserve thereunder.
For Against Abstain Broker Non-Votes
22,729,405 1,094,850 40,884 N/A
6. The Existing Director Election Proposal: To elect the following five directors
to serve on the Company's board of directors until the earlier of the Closing
and the 2023 annual meeting of stockholders, and until their respective
successors are duly elected and qualified or until their earlier resignation,
removal or death.
a. John K. Delaney
For Withhold Broker Non-Votes
23,822,395 21,274 N/A
b. Stephen M. Case
For Withhold Broker Non-Votes
23,823,316 21,367 N/A
c. Steven A. Museles
For Withhold Broker Non-Votes
23,816,675 26,255 N/A
d. Phyllis R. Caldwell
For Withhold Broker Non-Votes
23,816,229 28,077 N/A
e. Jason M. Fish
For Withhold Broker Non-Votes
23,815,897 26,318 N/A
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7. The Business Combination Director Election Proposal: To elect the following
six directors to serve staggered terms on the New Berkshire Grey board of
directors until, for Class I directors, the 2022, for Class II directors, the
2023 and, for Class III directors, the 2024 annual meetings of the
stockholders, and until their respective successors are duly elected and
qualified.
a. Fiona P. Dias (Class I)
For Withhold Broker Non-Votes
23,818,446 24,488 N/A
b. Serena Wolfe (Class I)
For Withhold Broker Non-Votes
23,820,155 23,454 N/A
c. Peter Barris (Class II)
For Withhold Broker Non-Votes
23,821,211 21,346 N/A
d.
For Withhold Broker Non-Votes 23,815,938 26,445 N/A
e.
For Withhold Broker Non-Votes 23,820,098 22,009 N/A
f.
For Withhold Broker Non-Votes 23,817,198 22,523 N/A
In connection with the Special Meeting, RAAC also solicited proxies with respect to the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or for any other reason permitted by the Merger Agreement in connection with, the approval of one or more of the proposals at the Special Meeting. As there were sufficient votes at the time of the Special Meeting to approve proposals 1 through 7 and to ensure that a quorum was present at the Special Meeting, the adjournment of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the holders of shares of RAAC common stock for approval at the Special Meeting.
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Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filings. This report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01.
The closing of the Business Combination is anticipated to take place on
Cautionary Statement Regarding Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. These
statements may be made directly in this report. Some of the forward-looking
statements can be identified by the use of forward-looking words. Statements
that are not historical in nature, including the words "anticipate," "expect,"
"suggests," "plan," "believe," "intend," "estimates," "targets," "projects,"
"should," "could," "would," "may," "will," "forecast" and other similar
expressions are intended to identify forward-looking statements. All
forward-looking statements are based upon management estimates and forecasts and
reflect the views, assumptions, expectations, and opinions of RAAC or Berkshire
Grey, as the case may be, as of the date of this report, and may include,
without limitation, changes in general economic conditions, including as a
result of COVID-19, all of which are accordingly subject to change. Any such
estimates, assumptions, expectations, forecasts, views or opinions set forth in
this report constitute RAAC's or Berkshire Grey's, as the case may be, judgments
and should be regarded as indicative, preliminary and for illustrative purposes
only. The forward-looking statements and projections contained in this report
are subject to a number of factors, risks and uncertainties, some of which are
not currently known to RAAC or Berkshire Grey, that may cause RAAC's or
Berkshire Grey's actual results, performance or financial condition to be
materially different from the expectations of future results, performance of
financial condition. Although such forward-looking statements have been made in
good faith and are based on assumptions that RAAC or Berkshire Grey, as the case
may be, believe to be reasonable, there is no assurance that the expected
results will be achieved. RAAC's and Berkshire Grey's actual results may differ
materially from the results discussed in forward-looking statements. Additional
information on factors that may cause actual results and RAAC's and Berkshire
Grey's performance to differ materially is included in RAAC's filings with the
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