Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 26, 2023, Aurora Innovation, Inc. (the "Company") held its 2023 Annual
Meeting of Stockholders (the "Meeting"). The Company's stockholders voted on
three proposals at the Meeting, each of which is described in more detail in the
Company's definitive proxy statement filed with the United States Securities and
Exchange Commission on April 6, 2023. Holders of the Company's Class A common
stock were entitled to one vote for each share held as of the close of business
on March 30, 2023 (the "Record Date") and holders of the Company's Class B
common stock were entitled to ten votes for each share held as of the close of
business on the Record Date. The Class A Common Stock and Class B Common Stock
voted as a single class on all matters. Present at the Meeting in person or by
proxy were holders of 723,484,064 shares of Class A common stock and Class B
common stock, together representing a total of 3,892,285,109 votes, or more than
80% of the eligible votes as of the Record Date, and constituting a quorum. The
final results with respect to each such proposal are set forth below:
Proposal 1 - Election of Directors.
The stockholders elected each of the three persons named below as Class II
directors to serve until the 2026 annual meeting of stockholders and until their
respective successors are duly elected and qualified. The results of such vote
were:
Director Nominee Votes For Votes Withheld Broker Non-Votes
Gloria Boyland 3,796,873,008 1,414,066 93,998,035
Dara Khosrowshahi 3,697,436,898 100,850,176 93,998,035
Michelangelo Volpi 3,743,957,030 54,330,044 93,998,035
Proposal 2 - Approval of Amendment to 2021 Equity Incentive Plan.
The stockholders approved an amendment to the Company's 2021 Equity Incentive
Plan to increase the number of shares reserved for issuance by 150,000,000
shares. The results of such vote were:
For Against Abstain Broker Non-Votes
3,643,546,210 154,564,296 176,568 93,998,035
Proposal 3 - Ratification of Appointment of Independent Registered Public
Accounting Firm.
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for the fiscal year
ending December 31, 2023. The results of such vote were:
For Against Abstain
3,890,427,211 1,604,963 252,935
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