Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for each matter submitted to a vote of the Company stockholders at the Special Meeting are set forth below:
1. The Business Combination Proposals: To approve the Merger Agreement and the
Business Combination. For Against Abstain 36,360,866 2,363,898 163,372
2. The Organizational Documents Proposal: To approve, and adopt the proposed new
certificate of incorporation (the "Proposed Charter") and bylaws (the
"Proposed Bylaws") of New Starry as the post-business combination company,
which would take effect concurrently with the effectiveness of the SPAC
Merger. For Against Abstain 36,361,252 2,358,907 167,977
3. The Advisory Organizational Documents Proposal: To approve, on a non-binding
advisory basis, certain governance provisions in the Proposed Charter and the Proposed Bylaws of New Starry.
a. Company
providing that the name of New Starry will be "
For Against Abstain 35,054,545 3,117,127 716,464
b. Corporate Purpose: To change the corporate purpose to one more appropriate for
a public operating company.
For Against Abstain 35,052,909 3,117,528 717,699
c. Authorized Shares: To set the number of authorized shares of Class A common
stock of New Starry, par value
Stock"), to 800,000,000, the number of authorized shares of Class X common
stock of New Starry, par value
Stock"), to 50,000,000 and the number of authorized shares of preferred stock
of New Starry, par value
10,000,000. 1 For Against Abstain 31,771,454 6,392,974 723,708
d. Votes Per Share: To provide that holders of New Starry Class A Common Stock
will be entitled to one vote per share of New Starry Class A Common Stock, and
holders of New Starry Class X Common Stock will (i) prior to the Sunset Date
(as defined in the Proposed Charter), be entitled to cast twenty votes per
share and (ii) on the Sunset Date, each share of New Starry Class
Stock will automatically convert into one share of New Starry Class A Common
Stock and from and after the Sunset Date, be entitled to cast one vote per
share. For Against Abstain 32,008,040 6,131,726 748,370
e. Removal of Directors: To provide that directors may be removed with or without
cause under varying circumstances.
For Against Abstain 32,008,341 6,158,629 721,166
f. Corporate Opportunities Doctrine: To provide that certain transactions are not
"corporate opportunities" and that the Identified Persons (as defined in the
Proposed Charter) are not subject to the doctrine of corporate opportunity and
such Identified Persons do not have any fiduciary duty to refrain from
engaging directly or indirectly in the same or similar business activities or
lines of business as New Starry or any of its subsidiaries.
For Against Abstain 32,001,373 6,137,672 749,091
g. Opt-Out of DGCL 203: To provide that New Starry will not be governed by
Section 203 of the General Corporation Law for the
"DGCL") and, instead, include a provision in the Proposed Charter that is
substantially similar to Section 203 of the DGCL, and acknowledge that certain
stockholders cannot be "interested stockholders" (as defined in Proposed
Charter); provided that the restrictions on business combinations will apply
for twelve months following the date the Proposed Charter is filed.
For Against Abstain 31,745,986 6,394,355 747,795
h. Actions by Stockholder Written Consent: To provide that until the Sunset Date,
any action required or permitted to be taken by the stockholders of New Starry
may be effected at a duly called annual or special meeting of stockholders or,
except as otherwise required by applicable law or the Proposed Charter, be
taken without a meeting, by written consent and that following the Sunset
Date, any action required or permitted to be taken by the stockholders of New
Starry must be effected at an annual or special meeting of the stockholders of
New Starry, and shall not be taken by written consent in lieu of a meeting.
2 For Against Abstain 31,744,946 6,391,583 751,607
i. Threshold Increase for Amendment to Bylaws: To increase the required voting
thresholds for approving any amendments to the Proposed Bylaws to 66 2/3%.
For Against Abstain 34,723,704 3,443,530 720,902
j. Threshold Increase for Amendment to Charter: To increase the required voting
thresholds for approving certain amendments to the Proposed Charter to 66
2/3%. For Against Abstain 34,728,299 3,438,141 721,696
k. Eliminate Blank Check Company Provisions: To eliminate various provisions
applicable only to blank check companies.
For Against Abstain 35,043,424 3,119,334 725,378
4. The Exchange Proposal: To approve, for the purposes of complying with the
applicable listing rules of the
shares of New Starry Class A Common Stock and New Starry Class X Common Stock
pursuant to the terms of the Merger Agreement, (ii) shares of New Starry Class
A Common Stock to the
pursuant to the PIPE Subscription Agreements (as defined in the Merger
Agreement), (iii) shares of New Starry Class A Common Stock to the Convertible
Convertible Notes (as defined in the Merger Agreement) issued pursuant to the
Convertible Notes Subscription Agreements (as defined in the Merger Agreement)
and (iv) shares of New Starry Class A Common Stock and warrants to purchase
shares of New Starry Class A Common Stock to funds affiliated with the Sponsor
(as defined in the Merger Agreement) including such additional shares of New
Starry Class A Common Stock if certain share price thresholds are achieved
within five years after the Acquisition Merger Closing Date (as defined in the
Merger Agreement). For Against Abstain 36,347,422 2,359,902 180,812
5. The Equity Incentive Plan Proposal: To approve on a non-binding advisory
basis, the
For Against Abstain 31,737,035 6,399,750 751,351
6. The ESPP Proposal: To approve on a non-binding advisory basis, the Starry
For Against Abstain 31,640,136 6,495,993 752,007
In connection with the Special Meeting, FMAC also solicited proxies with respect to the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or for any other reason permitted by the Merger Agreement in connection with, the approval of one or more of the proposals at the Special Meeting. As there were sufficient votes at the time of the Special Meeting to approve proposals 1 through 6 and to ensure that a quorum was present at the Special Meeting, the adjournment of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the holders of shares of FMAC common stock for approval at the Special Meeting.
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