Item 5.07. Submissions of Matters to a Vote of Security Holders.
As previously reported, on
On
As of
Each of the proposals described below was approved by the Company's stockholders. As of the end of the redemption period, public stockholders had requested the redemption of 5,100 shares of Common Stock.
PROPOSALS: PROPOSAL 1:
To approve and adopt the Agreement and Plan of Merger, dated as of
For Against Abstain 6,780,469 75 679 PROPOSAL 2:
To approve the following material differences between the organizational
documents of ParentCo that will be in effect upon the closing of the Business
Combination and ROCH's current amended and restated certificate of
incorporation, which are being presented in accordance with the requirements of
the
Charter Proposal 2A: To approve the change of the Company's name to "
For Against Abstain 6,780,461 81 681
Charter Proposal 2B: To approve the increase in the Company's authorized common stock to 250,000,000 shares.
For Against Abstain 6,726,032 50,080 5,111
Charter Proposal 2C: To approve the creation of a class of undesignated preferred stock comprising 25,000,000 shares and authorize the Company's Board of Directors to approve the issuance and terms thereof by resolution.
For Against Abstain 6,734,653 42,405 4,165
Charter Proposal 2D: To approve the prohibition of stockholders acting by written consent.
For Against Abstain 6,699,742 59,892 21,589
Charter Proposal 2E: To approve provisions in the proposed certificate that provide that special meetings of the stockholders may be called at any time only by the Chairman of the Board, the Chief Executive Officer or the Secretary at the request of the Chairman, CEO or a majority of the total directors that ParentCo would have were there no vacancies on the board of directors.
For Against Abstain 6,701,911 58,936 20,376
Charter Proposal 2F: To approve the classification of the board of directors into three separate classes until the first annual meeting of stockholders held after the fifth anniversary of the effectiveness of the Amended and Restated Certificate of Incorporation adopted in connection with the Business Combination (the "Sunset Date"), with directors in each class serving a three-year term.
For Against Abstain 6,718,626 52,144 10,453
Charter Proposal 2G: To approve provisions permitting the holders of a majority of the outstanding shares of capital stock to remove a director from office only for cause prior to the Sunset Date.
For Against Abstain 6,703,106 57,804 20,313
Charter Proposal 2H: To approve provisions requiring the vote of at least two-thirds of the voting power of outstanding shares of capital stock to amend certain provisions of the Certificate of Incorporation prior to the Sunset Date.
For Against Abstain 6,754,046 9,355 17,822
Charter Proposal 2I: To approve provisions requiring the vote of at least two-thirds of the voting power of outstanding shares of capital stock to amend certain provisions of the Bylaws prior to the Sunset Date.
For Against Abstain 6,754,256 9,105 17,862 PROPOSAL 3:
To approve, for purposes of complying with applicable listing rules of the
For Against Abstain 6,776,016 3,068 2,139 PROPOSAL 4:
To approve the election of seven directors.
Each of the director nominees received the following votes:
Director Nominee Class For
Withhold Michael Otworth III 5,550,765 1,230,458 Tanya Burnell I 6,779,735 1,488 Richard Brenner II 4,464,862 2,316,361 Dr. John Scott I 5,550,765 1,230,458 Jeffrey Fieler II 5,600,765 1,180,458 Timothy Glockner I 5,600,765 1,180,458 Fernando Musa III 5,600,765 1,180,458 PROPOSAL 5:
To approve the
For Against Abstain
5,263,110 1,512,168 5,945
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