Item 5.07 Submission of Matters to a Vote of Security Holders
On
The Company's stockholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.
1.Business Combination Proposal. To consider and vote upon a proposal to approve
the Agreement and Plan of Merger, dated as of
For Against Abstain Broker Non-Votes 36,680,198 2,285,044 1,761 0
2. Nasdaq Proposal. To consider and vote upon a proposal to approve, for
purposes of complying with applicable Nasdaq listing rules, the issuance of (i)
Common Stock, which consists of (a) prior to the Business Combination and the
effectiveness of the Amended and Restated Certificate of Incorporation of the
Company, Class A common stock, par value
For Against Abstain Broker Non-Votes 36,680,033 2,284,747 2,223 0
3. Charter Approval Proposal. To consider and act upon a proposal to adopt the proposed Amended and Restated Certificate of Incorporation of the Company in the form attached as Annex B to the proxy statement/prospectus/consent solicitation statement transmitted to stockholders in connection with the Special Meeting (the "Charter Proposal"). The voting results for this proposal were as follows:
Common Stock (Classes A and F)
For Against Abstain Broker Non-Votes 36,679,865 2,284,847 2,291 0 Class F Stock For Against Abstain Broker Non-Votes 11,250,000 0 0 0
4. Governance Proposals. To consider and act upon, on a non-binding advisory
basis, a separate proposal with respect to certain governance provisions in the
Amended and Restated Certificate of Incorporation in accordance with the
a. Proposal 4A: Change in Authorized Shares - To consider and vote upon an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of all classes of capital stock from
--------------------------------------------------------------------------------
441,000,000 shares to 690,000,000 shares, by increasing the Company's authorized
preferred stock, par value of
For Against Abstain Broker Non-Votes 31,962,329 7,001,534 3,140 0
b. Proposal 4B: Classified Board - To consider and vote upon an amendment to
the Company's Amended and Restated Certificate of Incorporation to classify the
board of directors of the Company following the Business Combination (the
"
For Against Abstain Broker Non-Votes 30,136,173 8,824,301 6,529 0
c. Proposal 4C: Application of the Doctrine of Corporate Opportunity - To
consider and vote upon an amendment to the Company's Amended and Restated
Certificate of Incorporation to remove provisions in the Amended and Restated
Certificate of Incorporation of the Company, dated
For Against Abstain Broker Non-Votes 36,675,168 2,285,130 6,705 0
d. Proposal 4D: Required Stockholder Vote to Amend the Certificate of
Incorporation of the Company - To consider and vote upon an amendment to the
Company's Amended and Restated Certificate of Incorporation to require the
approval by at least two-thirds (2/3) of the voting power of all the then
outstanding shares of the Common Stock and the Post-Combination Company Special
Voting Common Stock, par value
For Against Abstain Broker Non-Votes 30,165,272 8,798,571 3,160 0
5. The Management Equity Incentive Plan Proposal - To consider and vote upon a proposal to approve the Company's 2021 Management Equity Incentive Plan (the "Management Equity Incentive Plan"), including the authorization of the initial share reserve under the Management Equity Incentive Plan (the "Management Equity Incentive Plan Proposal"). The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 34,734,895 4,174,785 36,253 0
6. The Incentive Plan Proposal - To consider and vote upon a proposal to approve the Company's 2021 Equity Incentive Plan (the "Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan (the "Incentive Plan Proposal"). The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 30,935,144 7,997,458 34,401 0
--------------------------------------------------------------------------------
7. The ESPP Proposal - To consider and vote upon a proposal to approve the Company's 2021 Employee Stock Purchase Plan (the "ESPP"), including the authorization of the initial share reserve under the ESPP (the "ESPP Proposal"). The voting results for this proposal were as follows
For Against Abstain Broker Non-Votes 31,767,892 7,171,411 27,700 0
8. The Director Election Proposal - To consider and vote upon a proposal to elect four directors to serve on the Company's Board until the earlier of the consummation of the Business Combination and the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified (the "Director Election Proposal"). The voting results for this proposal were as follows:
Nominee For Abstain Broker Non-Votes Dean Metropoulos 11,250,000 0 0 Randall Bort 11,250,000 0 0 Michael Cramer 11,250,000 0 0 Joseph Gatto 11,250,000 0 0
9. The Adjournment Proposal - To consider and vote upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Management Equity Incentive Plan Proposal, the Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal but no other proposal if the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Management Equity Incentive Plan Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal are approved. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 36,173,322 2,785,122 8,559 0 Item 8.01 Other Events.
On
The information in this Item 8.01 and Exhibit 99.1 attached hereto 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 the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) List of Exhibits. Exhibit No. Description 99.1 Press Release datedJanuary 18, 2022 . Cover Page Interactive Data file (embedded within the Inline XBRL 104 document).
--------------------------------------------------------------------------------
© Edgar Online, source