SEAT GLOB Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, SGAC's stockholders approved the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal, in each case as defined and described in greater detail in the Proxy Statement.
The approval of the Business Combination Proposal, the Nasdaq proposal, the Incentive Plan Proposal and the Adjournment Proposal required the affirmative vote of holders of a majority of the shares of Class A common stock and Class B common stock, voting together as a single class, cast by SGAC's stockholders present in person (online) or by proxy at the special meeting and entitled to vote thereon. Approval of the Charter Amendment proposal required the affirmative vote of (i) holders of a majority of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class, entitled to vote thereon at the special meeting, (ii) holders of a majority of the outstanding shares of Class A common stock, voting separately as a single class, entitled to vote thereon at the special meeting and (iii) holders of a majority of the outstanding shares of Class B common stock, voting separately as a single class, entitled to vote thereon at the special meeting. Approval, on an advisory basis, of the Advisory Charter Proposals required the affirmative vote of holders of a majority of the shares of Class A common stock and Class B common stock cast by SGAC's stockholders present in person (online) or by proxy at the special meeting and entitled to vote thereon, voting as a single class. The election of the director nominees pursuant to the Director Election Proposal required the affirmative vote of the holders of a plurality of the shares of Class A common stock and Class B common stock, voting together as a single class, cast by SGAC's stockholders present in person (online) or by proxy at the special meeting and entitled to vote thereon. The Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal each received a sufficient number of votes for approval.
Set forth below are the final voting results for the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal:
Business Combination Proposal
The Business Combination Proposal was approved. The voting results of the shares of the common stock were as follows:
For Against Abstentions
12,330,895 65,177 0
The Charter Amendment Proposal
The Charter Amendment Proposal was approved. The voting results of the shares of the common stock were as follows:
Class A common stock and Class B common stock voting together:
For Against Abstentions
12,330,893 65,179 0
Class A common stock voting as a separate class:
For Against Abstentions
8,737,143 65,179 0
Class B common stock voting as a separate class:
For Against Abstentions
3,593,750 0 0
The Advisory Charter Proposals
The Advisory Charter Proposals were approved. The voting results of the shares of the common stock for each of the sub-proposals were as follows:
(a) to authorize an additional 490,000,000 shares of common stock, which would
consist of (i) increasing the number of shares of Class A common stock from
100,000,000 shares to 500,000,000 shares and (ii) increasing the number of
shares of Class B common stock from 10,000,000 shares to 100,000,000
shares:
For Against Abstentions
12,325,794 70,275 3
(b) to amend the terms of the Class B common stock to provide that the Class B
common stock will convey no economic rights but will entitle its holder to
vote on all matters to be voted on by stockholders generally in order to
implement our "Up-C" structure:
For Against Abstentions
11,802,892 593,180 0
(c) to provide for the waiver of the corporate opportunity doctrine for Apollo
Global Management, Inc. and its affiliates, which specifically contemplates
their ongoing business activities and arrangements:
For Against Abstentions
12,330,823 65,229 20
(d) to provide that certain actions under the proposed second amended and
restated certificate of incorporation (the "Proposed Charter") relating to
the nomination and election of directors are subject to the stockholders
agreement to be entered into among SGAC and certain stockholders of SGAC
upon the closing of the business combination:
For Against Abstentions
12,330,893 65,177 2
(e) to prohibit certain stockholders from acting by written consent by
specifying that any action required or permitted to be taken by
stockholders must be effected by a duly called annual or special meeting
and may not be effected by written consent:
For Against Abstentions
11,676,026 719,975 71
(f) to change the stockholder vote required from the affirmative vote of the
holders of at least a majority of the outstanding common stock entitled to
vote thereon to the affirmative vote of the holders of at least 66 2/3% of
the voting power of the outstanding shares of capital stock entitled to
vote thereon, voting together as a single class, to amend the Proposed
Charter:
For Against Abstentions
11,651,971 744,101 0
(g) to change the stockholder vote required from the affirmative vote of the
holders of at least a majority of the outstanding common stock entitled to
vote thereon to the affirmative vote of the holders of at least 66 2/3% of
the voting power of the outstanding voting stock entitled to vote thereon
for the removal of directors:
For Against Abstentions
11,675,940 720,130 2
(h) to provide for certain additional changes, including, among other things,
(i) changing the post-business combination company's corporate name from
"Seaport Global Acquisition Corp. " to "Redbox Entertainment Inc. " and
making the company's corporate existence perpetual and (ii) removing
certain provisions related to our status as a blank check company that will
no longer apply upon consummation of the Business Combination, all of which
our board of directors believes are necessary to adequately address the
needs of the post-business combination company:
For Against Abstentions
12,330,895 65,177 0
The Nasdaq Proposal
The Nasdaq Proposal was approved. The voting results of the shares of the common
stock were as follows:
For Against Abstentions
12,328,491 67,581 0
The Director Election Proposal
The election of each director nominee pursuant to the Director Election Proposal was approved. The voting results of the shares of the common stock for the director nominees were as follows:
Class IVikas M. Keswani For Withheld 12,330,895 65,177Michael Redd For Withheld 12,330,893 65,179David B. Sambur For Withheld 12,330,895 65,177 Class IIJay Burnham For Withheld 12,330,893 65,179Galen C. Smith For Withheld 12,330,895 65,177Lee J. Solomon For Withheld 12,292,387 103,685 Class IIICharles Yamarone For Withheld 12,330,895 65,177Reed Rayman For Withheld 12,330,893 65,179Kimberly Kelleher For Withheld 12,330,895 65,177 The Incentive Plan Proposal
The Incentive Plan Proposal was approved. The voting results of the shares of the common stock were as follows:
For Against Abstentions
11,803,492 592,510 70
The Adjournment Proposal
The Adjournment Proposal was approved. The voting results of the shares of the
common stock were as follows:
For Against Abstentions
12,330,890 65,182 0
Item 8.01. Other Events.
As of
Forward-Looking Statements
This Current Report on Form 8-K includes certain statements that are not
historical facts but are forward-looking statements for purposes of the safe
harbor provisions under the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally are accompanied by words such
as "believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential," "seem," "seek,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. All
statements, other than statements of present or historical fact included in this
Current Report on Form 8-K, regarding SGAC's proposed business combination with
Redbox, SGAC's ability to consummate the transaction, the benefits of the
transaction and the combined company's future financial performance, as well as
the combined company's strategy, future operations, estimated financial
position, estimated revenues and losses, projected costs, prospects, plans and
objectives of management are forward-looking statements. These statements are
based on various assumptions, whether or not identified in this Current Report
on Form 8-K, and on the current expectations of the respective management of
SGAC and Redbox and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of
SGAC or Redbox. Potential risks and uncertainties that could cause the actual
results to differ materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and foreign
business, market, financial, political and legal conditions; the inability of
the parties to successfully or timely consummate the business combination,
including the risk that any regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the business combination or that
the approval of the stockholders of SGAC or Redbox is not obtained; failure to
realize the anticipated benefits of business combination; risk relating to the
uncertainty of the projected financial information with respect to Redbox; the
amount of redemption requests made by SGAC's stockholders; the overall level of
consumer demand for Redbox's products; general economic conditions and other
factors affecting consumer confidence, preferences, and behavior; disruption and
volatility in the global currency, capital, and credit markets; the financial
strength of Redbox's customers; Redbox's ability to implement its business and
growth strategy; changes in governmental regulation, Redbox's exposure to
litigation claims and other loss contingencies; disruptions and other impacts to
Redbox's business, as a result of the COVID-19 pandemic and government actions
and restrictive measures implemented in response, and as a result of the
proposed transaction; Redbox's ability to retain and expand customer
relationships; competitive pressures from many sources, including those using
other distribution channels, having more experience, larger or more appealing
inventory, better financing, and better relationships with those in the physical
and streaming movie and television industries; developments in the home video
distribution market as newer technologies and distribution channels compete for
market share, and Redbox experiences a secular decline in the physical rental
market; the impact of decreased quantity and quality of movie content
availability for physical and digital distribution due to changes in quantity of
new releases by studios, movie content failing to appeal to consumers' tastes,
increased focus on digital sales and rentals, and other general industry-related
factors; the termination, non-renewal or renegotiation on materially adverse
terms of Redbox's contracts or relationships with one or more of its significant
retailers or studios; Redbox's inability to obtain licenses to digital movie or
television content for home entertainment viewing; Redbox's reliance upon a
number of partners to make its digital service available on their devices;
unforeseen costs and potential liability in connection with content Redbox
acquires, produces, licenses and/or distributes through its service; the impact
of the COVID-19 pandemic on Redbox's business, results of operations and
financial condition, its suppliers and customers and on the global economy; the
impact that global climate change trends may have on Redbox and its suppliers
and customers; Redbox's ability to protect patents, trademarks and other
intellectual property rights; any breaches of, or interruptions in, SGAC's
information systems; fluctuations in the price, availability and quality of
electricity and other raw materials and contracted products as well as foreign
currency fluctuations; changes in tax laws and liabilities, tariffs, legal,
regulatory, political and economic risks. More information on potential factors
that could affect SGAC's or Redbox's financial results is included from time to
time in SGAC's public reports filed with the
No Offer Or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
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