COLONNADE ACQUISITION CORP. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The BCA Proposal. To consider and vote upon a proposal to approve and adopt
the Agreement and Plan of Merger, dated as of December 21, 2020 (the "Merger
Agreement"), by and among CLA, Beam Merger Sub, Inc. , a Delaware corporation
("Merger Sub"), and Ouster Technologies, Inc. (f/k/a Ouster, Inc. ), a
Delaware corporation ("Ouster"), pursuant to which, among other things,
following the Domestication of CLA to Delaware as described below, the merger
of Merger Sub with and into Ouster (the "Merger"), with Ouster surviving the
Merger as a wholly owned subsidiary of Ouster PubCo, in accordance with the
terms and subject to the conditions of the Merger Agreement. The BCA Proposal
was approved. The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
13,293,649 223,727 12,717
2. The Domestication Proposal. To consider and vote upon a proposal to approve,
in connection with the consummation of the Business Combination (as defined
below), the change of CLA's jurisdiction of incorporation by deregistering as
an exempted company in the Cayman Islands and continuing and domesticating as
a corporation incorporated under the laws of the State of Delaware (the
"Domestication" and, together with the Merger, the "Business Combination").
The Domestication Proposal was approved. The final voting tabulation for this
proposal was as follows:
FOR AGAINST ABSTAIN
13,498,489 14,031 17,573
3. Organizational Documents Proposal. To consider and vote upon a proposal to
approve CLA's proposed new certificate of incorporation (the "Proposed
Certificate of Incorporation") and the proposed new bylaws ("Proposed
Bylaws", together with the Proposed Certificate of Incorporation, the
"Proposed Organizational Documents") in connection with the Business
Combination. The Organizational Documents Proposal was approved. The final
voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
13,497,150 12,494 20,449
4. The Advisory Organizational Documents Proposals. To consider and vote upon
proposals to approve and adopt, on a non-binding advisory basis, certain
material differences between the amended and restated memorandum and articles
of association of CLA (the "Cayman Constitutional Documents") and the
Proposed Organizational Documents, which are being presented in accordance
with the requirements of the U.S. Securities and Exchange Commission as seven
separate sub-proposals:
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A. Advisory Organizational Documents Proposal 4A. To authorize the change in
the authorized capital stock of CLA from 200,000,000 Class A ordinary
shares, par value $0.0001 per share (the "Class A ordinary shares"),
20,000,000 Class B ordinary shares, par value $0.0001 per share (the
"Class B ordinary shares" and, together with the Class A ordinary shares,
the "ordinary shares"), and 1,000,000 preference shares, par value
$0.0001 per share (the "preference shares"), to 1,000,000,000 shares of
common stock, par value $0.0001 per share, of Ouster PubCo (the "Ouster
PubCo common stock") and 100,000,000 shares of preferred stock, par value
$0.0001 per share, of Ouster PubCo (the "Ouster PubCo preferred stock").
Advisory Organizational Documents Proposal 4A was approved. The final
voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
12,489,994 986,653 53,446
B. Advisory Organizational Documents Proposal 4B. To authorize adopting
Delaware as the exclusive forum for certain stockholder litigation. The
Advisory Organizational Documents Proposal 4B was approved. The final
voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
12,670,487 825,043 34,563
C. Advisory Organizational Documents Proposal 4C. To authorize electing not
to be governed by Section 203 of the DGCL relating to takeovers by
interested stockholders and, instead, be governed by a provision
substantially similar to Section 203 of the DGCL. Advisory Organizational
Documents Proposal 4C was approved. The final voting tabulation for this
proposal was as follows:
FOR AGAINST ABSTAIN
12,629,351 832,548 68,194
D. Advisory Organizational Documents Proposal 4D. To approve provisions
providing that the affirmative vote of at least two-thirds of the voting
power of all the then outstanding shares of capital stock entitled to
vote generally in the election of directors will be required for
stockholders to (i) adopt, amend or repeal the Proposed Bylaws and
(ii) amend, alter, repeal or rescind Articles V(B), VII, VIII, IX, X, XI,
XII and XIII of the Proposed Certificate of Incorporation. Advisory
Organizational Documents Proposal 4D was approved. The final voting
tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
12,759,622 731,541 38,930
E. Advisory Organizational Documents Proposal 4E. To approve provisions
permitting the removal of a director only for cause and only by the
affirmative vote of the holders of at least a majority of the outstanding
shares entitled to vote at an election of directors. Advisory
Organizational Documents Proposal 4E was approved. The final voting
tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
12,663,151 836,227 30,715
F. Advisory Organizational Documents Proposal 4F. To approve provisions
requiring stockholders to take action at an annual or special meeting and
prohibit stockholder action by written consent in lieu of a meeting. The
Advisory Organizational Documents Proposal 4F was approved. The final
voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
12,633,008 850,777 46,308
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G. Advisory Organizational Documents Proposal 4G. To provide for certain
additional changes, including, among other things, (i) changing the
corporate name from "Colonnade Acquisition Corp. " to "Ouster, Inc. ", (ii)
making Ouster PubCo's corporate existence perpetual and (iii) removing
certain provisions related to CLA's status as a blank check company that
will no longer be applicable upon consummation of the Business
Combination, all of which CLA's board of directors believes is necessary
to adequately address the needs of Ouster PubCo after the Business
Combination. Advisory Organizational Documents Proposal 4G was approved.
The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
13,485,248 15,055 29,790
5. The Stock Issuance Proposal. To consider and vote upon a proposal to approve
for purposes of complying with the applicable provisions of NYSE Listing Rule
312.03, the issuance of Ouster PubCo common stock pursuant to the Merger
Agreement and certain subscription agreements to purchase shares of Ouster
PubCo common stock entered into with certain Ouster stockholders and other
institutional and accredited investors in connection with the Business
Combination. The Stock Issuance Proposal was approved. The final voting
tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
13,445,327 42,676 42,090
6. The Incentive Award Plan Proposal. To consider and vote on a proposal to
approve the adoption of the Ouster, Inc. 2021 Incentive Award Plan and any
form award agreements thereunder. The Incentive Award Plan Proposal was
approved. The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
12,757,429 690,087 82,577
The proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting was deemed not necessary and not acted upon at the Extraordinary General Meeting because there were sufficient votes at the time of the Extraordinary General Meeting to approve the adoption of the required proposals.
A total of 52,343 Class A ordinary shares were presented for redemption in
connection with the Extraordinary General Meeting. As a result, there will be
approximately
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