GINO BIOW Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The Business Combination Proposal - To approve and adopt the agreement
and plan of merger, dated as of May 11, 2021 (as may be amended,
restated, supplemented or otherwise modified from time to time, the
"Merger Agreement"), by and among SRNG, SEAC Merger Sub Inc. , a Delaware
corporation and a wholly owned subsidiary of SRNG ("Merger Sub"), and
Ginkgo Bioworks, Inc. , a Delaware corporation ("Ginkgo"), pursuant to
which, among other things, SRNG will be domesticated as a Delaware
corporation and, promptly thereafter, Merger Sub will merge with and into
Ginkgo, with Ginkgo surviving the merger as a wholly owned subsidiary of
SRNG:
Votes For Votes Against Abstentions
157,616,275 4,686,874 53,202
2. The Domestication Proposal - To approve, in accordance with Article 49 of
SRNG's amended and restated articles of association, assuming the
Business Combination Proposal is approved and adopted, the transfer of
SRNG by way of continuation to Delaware pursuant to Part XII of the
Companies Act (Revised) of the Cayman Islands and Section 388 of the
General Corporation Law of the State of Delaware (the "DGCL") and,
immediately upon being de-registered in the Cayman Islands , continuing
and domesticating as a corporation incorporated under the laws of the
State of Delaware :
Votes For Votes Against Abstentions
157,228,876 4,661,182 466,293
3. The Governing Documents Proposal - To approve and adopt, assuming the
Business Combination Proposal and the Domestication Proposal are approved
and adopted, the proposed certificate of incorporation of SRNG (the
"Proposed Charter"), and the proposed bylaws of SRNG (the "Proposed
Bylaws"), which together will replace SRNG's amended and restated
memorandum and articles of association, dated October 22, 2020 (the
"Current Charter"), and will become effective upon the completion of the
Domestication in connection with the closing of the Business Combination
(the "Closing"):
Votes For Votes Against Abstentions
157,214,497 4,674,360 467,494
4. Advisory Governing Documents Proposals - To approve, on a non-binding
advisory basis, the following material differences between the Proposed
Charter and Proposed Bylaws and the Current Charter, which are being
presented in accordance with the requirements of the SEC as six separate
sub-proposals:
Advisory Governing Documents Proposal A: Under the Proposed Charter, New Ginkgo
will be authorized to issue 16,000,000,000 shares of capital stock, consisting
of (i) 15,800,000,000 shares of common stock, including 10,500,000,000 shares of
New Ginkgo Class A common stock, par value
Votes For Votes Against Abstentions
147,315,919 13,552,069 1,488,363
2
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Advisory Governing Documents Proposal B: Holders of shares of New Ginkgo Class A common stock will be entitled to cast one vote per share of New Ginkgo Class A common stock on each matter properly submitted to New Ginkgo's stockholders entitled to vote, holders of shares of New Ginkgo Class B common stock will be entitled to cast 10 votes per share of New Ginkgo Class B common stock on each matter properly submitted to New Ginkgo's stockholders entitled to vote and holders of shares of New Ginkgo Class C common stock will not be entitled to vote, except as otherwise expressly provided in the Proposed Charter or required by applicable law, as opposed to each SRNG Class A ordinary share and SRNG Class B ordinary share being entitled to one vote per share on each matter properly submitted to SRNG's shareholders entitled to vote:
Votes For Votes Against Abstentions 135,792,525 25,080,781 1,483,045
Advisory Governing Documents Proposal C: The number of directors constituting
the New Ginkgo board of directors (the "New Ginkgo Board") shall be fixed from
time to time solely by resolution of the New Ginkgo Board and the holders of
shares of New Ginkgo Class B common stock shall be entitled to nominate and
elect one-quarter of the total number of directors of New Ginkgo (the "Class
Votes For Votes Against Abstentions 147,436,218 13,445,301 1,474,832
Advisory Governing Documents Proposal D: (i) The number of authorized shares of New Ginkgo Class A common stock, New Ginkgo Class B common stock and New Ginkgo Class C common stock may be increased by the affirmative vote of the holders of shares representing a majority of the voting power of all of the outstanding shares of capital stock of New Ginkgo entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), (ii) the number of authorized shares of New Ginkgo Class A common stock, New Ginkgo Class C common stock or New Ginkgo preferred stock may be decreased (but not below the number of shares thereof then outstanding or, in the case of the New Ginkgo Class A common stock, the number of shares of New Ginkgo Class A common stock reserved for issuance upon the conversion of shares of New Ginkgo Class B common stock) by the affirmative vote of the holders of shares representing a majority of the voting power of all of the outstanding shares of capital stock of New Ginkgo entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and (iii) the number of authorized shares of New Ginkgo Class B common stock may be decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of a majority of the voting power of all of the outstanding shares of New Ginkgo Class B common stock, as opposed to SRNG requiring an increase in share capital by ordinary resolution:
Votes For Votes Against Abstentions
153,904,403 6,957,035 1,494,913
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Advisory Governing Documents Proposal E: Authorization of all other changes in
the Proposed Charter and the Proposed Bylaws, including (1) adopting
Votes For Votes Against Abstentions 154,692,466 6,203,962 1,459,923
Advisory Governing Documents Proposal F: Authorization of an amendment to the
Proposed Charter in order to change the corporate name of "Soaring Eagle
Acquisition Corp." to "
Votes For Votes Against Abstentions
154,738,039 6,177,629 1,440,683
5. The Director Election Proposal - For holders of SRNG Class B ordinary
shares, to approve, assuming the Business Combination Proposal, the
Domestication Proposal and the Governing Documents Proposal are approved
and adopted, to elect seven directors to serve on the New Ginkgo Board;
provided that as long as the outstanding number of shares of New Ginkgo
Class B common stock continue to represent at least 2% of the outstanding
shares of New Ginkgo's common stock, the holders of shares of New Ginkgo
Class B common stock shall be entitled to nominate and elect the Class B
Directors and the holders of New Ginkgo Class A common stock and New
Ginkgo Class B common stock voting together as a single class shall be
entitled to elect the Common Directors, each to serve for a term expiring
at the 2022 annual meeting of stockholders or until such director's
successor has been duly elected and qualified, or until such director's
earlier death, resignation, retirement, or removal:
Votes For Votes Against Abstentions
43,125,000 0 0
6. The Stock Issuance Proposal - To approve, assuming the Business
Combination Proposal, the Domestication Proposal, the Governing Documents
Proposal and the Director Election Proposal are approved and adopted, for
the purposes of complying with the applicable listing rules of the Nasdaq
Capital Market ("Nasdaq"), the issuance of (x) shares of New Ginkgo
Class A common stock pursuant to the terms of the Merger Agreement and
(y) shares of New SRNG (as defined in SRNG's definitive proxy
statement/prospectus relating to the Special Meeting) Class A common
stock to certain accredited investors, including an affiliate of the
Sponsor (the "PIPE Investors ") in connection with the private placement,
plus any additional shares pursuant to subscription agreements we may
enter into prior to Closing:
Votes For Votes Against Abstentions
157,119,733 4,710,801 525,817
7. The Incentive Plan Proposal - To approve, assuming the Business
Combination Proposal, the Domestication Proposal, the Governing Documents
Proposal, the Director Election Proposal and the Stock Issuance Proposal
are approved and adopted, the Ginkgo Bioworks Holdings, Inc. 2021
Incentive Award Plan (the "2021 Plan"), including the authorization of
the initial share reserve under the 2021 Plan:
Votes For Votes Against Abstentions
153,915,810 7,834,138 606,403
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8. The ESPP Proposal - To approve, assuming the Business Combination
Proposal, the Domestication Proposal, the Governing Documents Proposal,
the Director Election Proposal, the Stock Issuance Proposal and the
Incentive Plan Proposal are approved and adopted, the Ginkgo Bioworks
Holdings, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"), including
the authorization of the initial share reserve under the ESPP:
Votes For Votes Against Abstentions
156,951,630 4,809,427 595,294
9. The Adjournment Proposal - To approve, if necessary, to permit further
solicitation and vote of proxies if, based upon the tabulated vote at the
time of the Special Meeting, any of the Business Combination Proposal,
the Domestication Proposal, the Governing Documents Proposal, the
Director Election Proposal, the Stock Issuance Proposal, the Incentive
Plan Proposal and the ESPP Proposal (together the "condition precedent
proposals") would not be duly approved and adopted by SRNG's shareholders
or SRNG determines that one or more of the Closing conditions under the
Merger Agreement is not satisfied or waived:
Votes For Votes Against Abstentions
155,320,658 6,912,253 123,440
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