Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the Company's stockholders voted on the proposals set
forth below, each of which is described in greater detail in the proxy statement
filed by the Company with the
The final voting results for each matter submitted to a vote of the stockholders at the Special Meeting are as follows:
Proposal No. 1 - The Business Combination Proposal - To consider and vote upon a proposal to (a) approve and adopt the Transaction Agreement, pursuant to which, among other transactions, the Company will merge with and into GCM PubCo, upon which the separate corporate existence of the Company will cease and GCM PubCo will become the surviving corporation (the "Merger"), and (b) approve such Merger and the other transactions contemplated by the Transaction Agreement.
FOR AGAINST ABSTENTIONS 24,796,511 625,206 0
Proposal No. 2 - Organizational Documents Proposal A - To authorize the change
in the authorized capital stock of the Company from 100,000,000 shares of Class
A common stock, par value
FOR AGAINST ABSTENTIONS 24,795,065 626,643 9
Proposal No. 3 - Organizational Documents Proposal B - To authorize that holders
of shares of GCM Class A common stock will be entitled to cast one vote per
share of GCM Class A common stock and holders of shares of GCM Class C common
stock will, (1) prior to the Sunset Date (as defined in the Proxy Statement), be
entitled to cast the lesser of (x) 10 votes per share and (y) the Class
FOR AGAINST ABSTENTIONS 24,739,449 682,268 0
Proposal No. 4 - Organizational Documents Proposal C - To authorize that certain provisions of the certificate of incorporation of GCM PubCo and certain provisions of the bylaws of GCM PubCo, in each case, will be subject to the Stockholders' Agreement (as defined in the Proxy Statement).
FOR AGAINST ABSTENTIONS 24,796,420 625,297 0
Proposal No. 5 - Organizational Documents Proposal D - To authorize all other changes in connection with the replacement of CFAC's amended and restated certificate of incorporation and bylaws with GCM PubCo's amended and restated certificate of incorporation and bylaws as part of the Merger.
FOR AGAINST ABSTENTIONS 24,796,411 625,297 9
Proposal No. 6 - The Nasdaq Proposal - To consider and vote upon a proposal to
approve, for purposes of complying with applicable listing rules of The Nasdaq
Capital Market, the issuance and sale of (a) 3,500,000 shares of GCM Class A
common stock and 1,500,000 GCM PubCo private placement warrants to the Sponsor,
(b) 19,500,000 shares of GCM Class A common stock to certain third-party
investors and (c) a number of shares of GCM Class C common stock to GCM V equal
to the GCM V Class
FOR AGAINST ABSTENTIONS 24,796,390 625,318 9
Proposal No. 7 - The 2020 Plan Proposal - To consider and vote upon a proposal
to approve and adopt the
FOR AGAINST ABSTENTIONS 24,796,299 625,408 10
As there were sufficient votes to approve the above proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to stockholders.
A total of 9,469,978 shares of common stock were presented for redemption in
connection with the Special Meeting. There will be approximately
In light of receipt of the requisite approvals by the Company's stockholders described above, the parties are proceeding to complete the Business Combination, which the Company expects to be completed in the near term upon the satisfaction of the conditions to the consummation of the proposed transactions (the "Transactions"), including the receipt of certain regulatory approvals.
Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of
the federal securities laws with respect to the Transactions between GCM PubCo
and the Company, including statements regarding the anticipated timing of the
Transactions. These forward-looking statements generally are identified by the
words "believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should," "will," "would"
and similar expressions. Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this document, including but not limited to: (i)
the risk that the Transactions may not be completed in a timely manner or at
all, which may adversely affect the price of the Company's securities, (ii) the
risk that the Transactions may not be completed by the Company's business
combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by the Company, (iii) the failure to
satisfy the conditions to the consummation of the Transactions, the satisfaction
of the minimum trust account amount following redemptions by the Company's
public stockholders and the receipt of certain governmental and regulatory
approvals, (iv) the occurrence of any event, change or other circumstance that
could give rise to the termination of the transaction, (v) the effect of the
announcement or pendency of the Transactions on
Additional Information and Where to Find It
This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. The Company and GCM PubCo have filed a
registration statement on Form S-4 that includes a joint proxy
statement/prospectus. The proxy statement/prospectus has been sent to all the
Company's stockholders. The Company and GCM PubCo also will file other documents
regarding the Transactions with the
Investors and security holders may obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the
Participants in Solicitation
The Company and GCM PubCo and their respective directors and officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the Transactions. Information about the Company's directors and executive officers and their ownership of the Company's securities is set forth in the Form S-4 registration statement filed by GCM PubCo that includes a joint proxy statement/prospectus. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Transactions may be obtained by reading the proxy statement/prospectus regarding the Transactions. You may obtain free copies of these documents as described in the preceding paragraph.
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