Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed, On
On
The following is a brief description of the final voting results for the
proposals submitted to a vote of the stockholders at the Special Meeting on
1. The Business Combination Proposal - With respect to the approval of the Merger Agreement, the votes were as follows:
Votes For Votes Against Abstentions 11,845,141 355,903 38,052 1
2. The Charter Amendment Proposal - With respect to the approval and adoption of the Second Amended and Restated Certificate of Incorporation of the Company, the votes were as follows:
Votes For Votes Against Abstentions 11,808,827 367,296 62,973
3. The Governance Proposals - With respect to the approval, on a non-binding
basis, of the following governance proposals with respect to the material
differences between the Company's existing charter and the proposed charter in
accordance with the
(a) To approve an amendment to the Company's existing charter to increase the total number of authorized shares of all classes of capital stock from 111,000,000 shares to, following the automatic conversion of all Class B common stock into Class A common stock immediately prior to the closing of the Business Combination, 270,000,000 shares, which would consist of (i) 250,000,000 shares of Class A common stock and (ii) 20,000,000 shares of preferred stock:
Votes For Votes Against Abstentions 11,499,460 629,890 109,746
(b) To approve an amendment to the Company's existing charter to require, with respect to any vote to increase or decrease the number of authorized shares of any class or classes of stock (but not below the number of shares then outstanding), the affirmative vote of a majority of the holders of all the then-outstanding shares of capital stock of the Combined Company entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporations Law, and no vote of the holders of the Class A common stock voting separately as a class shall be required therefor:
Votes For Votes Against Abstentions 11,654,514 485,044 99,538
(c) To approve an amendment to the Company's existing charter to provide,
subject to the special rights of the holders of any series of preferred stock of
the Combined Company, that no director may be removed from the Combined Company
board except for cause and only by the affirmative vote of the holders of at
least two-thirds of the voting power of the then-outstanding shares of capital
stock of the Combined Company entitled to vote generally in the election of
directors voting together as a single class; provided that so long as there
shall be a director who is approved by the CFIUS Monitoring Agencies (as defined
below) (the "Security Director"), the Security Director shall not be removed
except for cause and with the approval of (i) the
Votes For Votes Against Abstentions 11,369,165 757,001 112,930 2
(d) To approve an amendment to the Company's existing charter to require the affirmative vote of either a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships (the "Whole Board"), or the holders of at least two-thirds of the voting power of all then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, for the adoption, amendment, or repeal any provision of the bylaws (in addition to any vote of the holders of any class or series of stock of required by applicable law or by the proposed charter of the Combined Company); provided, however, that if two-thirds of the Whole Board has approved such adoption, amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the bylaws; provided, further, that so long as there shall be a Security Director on the Combined Company board, Section 2.2 of the proposed bylaws of the Company shall not be amended except with the approval of the CFIUS Monitoring Agencies:
Votes For Votes Against Abstentions 11,431,290 703,735 104,071
(e) To approve an amendment to the Company's existing charter to require the affirmative vote of either a majority of the board of directors or the holders of two-thirds of the voting power of the then-outstanding shares of capital stock of the Combined Company for the adoption, amendment, or repeal of certain provisions of the charter; provided that if two-thirds of the Whole Board has approved such amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of capital stock of the Combined Company will be required for the amendment or repeal of such provision; provided, further, that so long as there shall be a Security Director on the Combined Company board, the provisions of the proposed charter that shall be in effect as long as there shall be a Security Director on the Combined Company board, shall not be amended except with the approval of the CFIUS Monitoring Agencies:
Votes For Votes Against Abstentions 11,458,239 685,297 95,560
(f) To approve an amendment to the Company's existing charter to clarify that
the exclusive jurisdiction of the
Votes For Votes Against Abstentions 11,701,960 419,599 117,537
(g) To approve an amendment to the Company's existing charter to authorize all
other proposed changes, including, among others, those (i) resulting from the
Business Combination, including changing the post-business combination corporate
name from "
Votes For Votes Against Abstentions 11,773,997 382,271 82,828 3
4. The Director Election Proposal - With respect to the approval of the proposal to elect six directors, effective as of and contingent upon the consummation of the Business Combination, to serve on the Combined Company's board of directors, the votes were as follows:
Votes For Votes Against Abstentions Chris Hadfield 11,753,013 405,944 80,139 Brian Kabot 11,753,013 405,944 80,139 Mitchel B. Kugler 11,753,013 405,944 80,139 Kimberly A. Reed 11,753,013 405,944 80,139 Linda J. Reiners 11,753,013 405,944 80,139 John C. Rood 11,753,013 405,944 80,139
5. The Equity Incentive Plan Proposal - With respect to the approval of the proposal to adopt the 2021 Equity Incentive Plan, the votes were as follows:
Votes For Votes Against Abstentions 11,549,090 523,006 167,000
6. The Employee Stock Purchase Plan Proposal- With respect to the approval of the proposal to adopt the 2021 Employee Stock Purchase Plan, the votes were as follows:
Votes For Votes Against Abstentions 11,641,656 471,204 126,236
7. The Nasdaq Proposal - With respect to the approval of the issuance of more
than twenty percent of the Company's issued and outstanding common stock in
connection with the Business Combination and the
Votes For Votes Against Abstentions 11,720,977 436,872 81,247
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions set forth in the Merger Agreement,
the Business Combination is expected to be consummated on
The total number of shares of Class A common stock exercising redemption rights is 3,510,122.
4
Item 7.01 Regulation FD Disclosure.
On
The information set forth under this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("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 ("Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 99.1 Press Release, datedAugust 11, 2021 . 104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document. 5
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