Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the Company's stockholders approved the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Director Election Proposal and the Incentive Plan Proposal in each case as defined and described in greater detail in the Proxy Statement. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company's stockholders as the Business Combination Proposal, the Charter Amendment Proposal, each of the Advisory Charter Proposals, the Nasdaq Proposal, the election of each director nominee pursuant to the Director Election Proposal and the Incentive Plan Proposal each received a sufficient number of votes for approval.
Set forth below are the final voting results for the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Director Election Proposal, and the Incentive Plan Proposal:
Business Combination Proposal
The proposal to adopt the Business Combination Agreement, dated as of
For Against Abstentions 20,385,244 4,677 1,632 Charter Proposal
The proposal to adopt the proposed second amended and restated certificate of
incorporation of the Company (the "Proposed Charter"), which will be renamed
"
For Against Abstentions 20,382,417 5,678 3,458 Advisory Charter Proposals
The following governance sub-proposals were approved on a non-binding advisory basis. The voting results of the shares of the Common Stock for each of the sub-proposals were as follows:
(a) To increase the number of shares of authorized stock to 800,000,000 shares
consisting of 750,000,000 shares of common stock and 50,000,000 shares of preferred stock: For Against Abstentions 20,155,710 214,808 21,035 1
(b) To approve an amendment to require that so long as the stockholders agreement
to be entered into at the closing of the Business Combination byYang Wu , the Chief Executive Officer ofMicrovast ("Wu"),Tuscan Holdings Acquisition LLC , aDelaware limited liability company, andMicrovast Holdings (such agreement, the "Stockholders Agreement") remains in effect, (i) any increase or decrease in the number of directors on the board ofMicrovast Holdings (the "Board") shall require the affirmative vote of the directors then in office nominated by Wu and (ii) each committee of the Board will consist of a number of directors proportionate to the number of directors on the Board nominated by Wu, in each case, pursuant to the terms of the Stockholders Agreement: For Against Abstentions 20,224,577 148,720 18,256
(c) To approve an amendment to require that so long as Wu owns at least 10% of
the total voting power ofMicrovast Holdings , (i) in addition to the Board and the chairman of the Board, special meetings of the stockholders may be called by Wu and (ii) the Proposed Charter may only be amended by the affirmative vote of the holders of at least 75% of the total voting power ofMicrovast Holdings : For Against Abstentions 19,750,577 612,055 28,921
(d) To approve an amendment that
by Section 203 of the General Corporation Law of theState of Delaware : For Against Abstentions 20,191,696 140,934 58,923
(e) To modify the forum selection provision to provide that the designation of
Delaware courts as the exclusive forum for litigation matters does not apply to claims arising under the Securities Act or the Exchange Act and to designate theU.S. federal district courts as the exclusive forum for claims arising under the Securities Act: For Against Abstentions 19,866,946 485,982 38,625 Nasdaq Proposal
The proposal to issue (a) up to an aggregate of 230,000,000 shares of common
stock of the Company, par value
For Against Abstentions 20,239,977 95,081 56,495 2 Director Election Proposal
The election of each director nominee pursuant to the Director Election Proposal was approved. The voting results of the shares of the Common Stock for the director nominees were as follows:
Yang Wu For Withheld 20,321,700 69,853 Yanzhuan Zheng For Withheld 20,320,373 71,180Craig Webster For Withheld 20,342,527 49,026Stanley Whittingham For Withheld 20,353,758 37,795Arthur Wong For Withheld 20,311,454 80,099Stephen Vogel For Withheld 20,176,993 214,560Wei Ying For Withheld 20,209,579 181,974 3 Incentive Plan Proposal
The proposal to approve and adopt the incentive plan, a copy of which was attached to the Proxy Statement as Annex C was approved. The voting results of the shares of the Common Stock were as follows:
For Against Abstentions 19,993,562 300,896 97,095
Item 7.01. Regulation FD Disclosure.
The Company, Merger Sub and
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