Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 4, 2022, SOC Telemed, Inc., a Delaware corporation (the "Company") held
a special meeting of stockholders (the "Special Meeting") to consider certain
proposals related to the Agreement and Plan of Merger, dated as of February 2,
2022 (the "Merger Agreement"), by and among the Company, Spark Parent, Inc., a
Delaware corporation ("Parent"), and Spark Merger Sub, Inc., a Delaware
corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"),
pursuant to which Merger Sub will merge with and into the Company and the
separate corporate existence of Merger Sub will cease, with the Company
continuing as the surviving corporation and a direct, wholly owned subsidiary of
Parent (the "Merger"). Parent and Merger Sub are each subsidiaries of investment
funds advised by Patient Square Capital, L.P.
At the Special Meeting, the following proposals were approved by the requisite
vote of the Company's stockholders:
1. Proposal to adopt and approve the Merger Agreement. The proposal was approved
with a vote of 77,969,663 shares for, 442,226 shares against, 51,487
abstentions and 0 broker non-votes.
2. Proposal to adjourn the Special Meeting, if necessary or appropriate, to
solicit additional proxies if there are insufficient votes to adopt and
approve the Merger Agreement at the time of the Special Meeting. The proposal
was approved with a vote of 76,140,762 shares for, 2,304,474 shares against,
18,140 abstentions and 0 broker non-votes. Sufficient votes were received to
approve this proposal; however, this proposal was not necessary following the
approval of the proposal to adopt and approve the Merger Agreement, and was
therefore not implemented.
Each proposal is described in detail in the Company's definitive proxy
statement, dated March 7, 2022, which was filed with the Securities and Exchange
Commission on March 7, 2022.
As of the close of business on the record date for the Special Meeting, which
was February 25, 2022, there were 101,332,284 shares of Class A common stock,
par value $0.0001 per share ("Company Common Stock"), outstanding and entitled
to vote at the Special Meeting. Each share of Company Common Stock was entitled
to one vote per share. A total of 78,463,376 shares of Company Common Stock,
representing approximately 77.4% of the shares of Company Common Stock
outstanding as of the record date for the Special Meeting, were represented
virtually or by proxy at the Special Meeting, and constituted a quorum to
conduct business at the Special Meeting.
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