Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed in the Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") by FinTech Acquisition Corp. IV,
a Delaware corporation (the "Company" or "FTIV"), on December 29, 2020, the
Company announced that it entered into a Business Combination Agreement (the
"Business Combination Agreement"), dated as of December 29, 2020, by and among
the Company, FinTech Investor Holdings IV, LLC, a Delaware limited liability
company, Fintech Masala Advisors, LLC, a Delaware limited liability company, PWP
Holdings LP, a Delaware limited partnership ("PWP"), PWP GP LLC, a Delaware
limited liability company and the general partner of PWP, PWP Professional
Partners LP, a Delaware limited partnership and a limited partner of PWP
("Professionals"), and Perella Weinberg Partners LLC, a Delaware limited
liability company and the general partner of Professionals, pursuant to which,
among other things, the Company will acquire interests in PWP, which will become
jointly-owned by the Company, Professionals, and certain existing partners of
PWP and following the closing of the transactions contemplated by the Business
Combination Agreement ("the Closing") will serve as the Company's operating
partnership as part of an umbrella limited partnership C-corporation (Up-C)
structure (collectively with the other transactions contemplated by the Business
Combination Agreement, the "Business Combination").
On June 22, 2021, FTIV held a special meeting of stockholders (the "Special
Meeting") via remote communication to vote on the following proposals: (1) a
proposal to approve the Business Combination and adopt the Business Combination
Agreement (the "Business Combination Proposal"); (2) a proposal to approve
(i) for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the
issuance of more than 20% of the Company's issued and outstanding common stock
and the resulting change of control in connection with the Business Combination,
and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the
issuance of 12,500,000 shares of common stock in connection with the PIPE
Investment, subject to an increase to up to 14,850,000 shares, upon the
completion of the Business Combination (the "Nasdaq Proposal"), (3) a proposal
to approve proposed amendments to the Company's Amended and Restated Certificate
of Incorporation (the "Existing Certificate of Incorporation") to create an
additional class of directors so that there will be three classes of directors
with staggered terms of office, and make certain related changes (the "Charter
Classified Board Proposal"), (4) a proposal to approve proposed amendments to
the Existing Certificate of Incorporation (subject to the terms and provisions
of the Stockholders Agreement) to provide that certain transactions are not
"corporate opportunities" and that the partners, principals, directors,
officers, members, managers, employees, consultants, independent contractors
and/or other service providers of PWP Professional Partners LP or any of its
subsidiaries, Perella Weinberg Partners LLC or any of its subsidiaries, FinTech
Investor Holdings IV, LLC, FinTech Masala Advisors, LLC (the "Ownership Group")
and their affiliates are not subject to the doctrine of corporate opportunity,
in each case, to the fullest extent permitted by law (the "Charter Corporate
Opportunity Proposal"), (5) a proposal to approve proposed amendments to the
Existing Certificate of Incorporation to increase the number of authorized
shares of the Company's capital stock (the "Authorized Capital Stock Proposal"),
(6) a proposal to approve proposed amendments to the Existing Certificate of
Incorporation to create additional classes of the Company's common stock to be
designated as Class B-1 common stock, having 10 votes per share, and Class B-2
common stock, having 1 vote per share (the "Class B Stock Proposal"), (7) a
proposal to approve proposed amendments to the Existing Certificate of
Incorporation to provide for additional changes, principally including changing
its name from "FinTech Acquisition Corp." to "Perella Weinberg Partners" and
remove provisions applicable only to special purpose acquisition companies (the
"Charter Additional Amendments Proposal"), (8) a proposal to elect three
directors to serve on the board of directors of the Company as Class I directors
until the earlier of the closing of the Business Combination and the 2022 annual
meeting of stockholders, and until their respective successors are duly elected
and qualified or until their earlier resignation, removal or death (the
"Existing Director Election Proposal"), (9) a proposal to elect three Class I
directors, three Class II directors, and three Class III directors to serve,
effective as of, and contingent upon, the Closing, on the Company's board of
directors until the 2022, 2023 and 2024 annual meetings of stockholders,
respectively, and until their respective successors are duly elected and
qualified, or until their earlier resignation, removal or death (the "Business
Combination Director Election Proposal"), (10) a proposal to approve the Perella
Weinberg Partners 2021 Omnibus Incentive Plan (the "Incentive Plan"), including
the authorization of the initial share reserve under the Incentive Plan (the
"Incentive Plan Proposal"), (11) a proposal to approve the French Sub-Plan under
the Incentive Plan (the "French Sub-Plan Proposal") and (12) a proposal to
approve 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 are insufficient votes for, or for any other reason in connection with,
the approval of one or more of the other proposals at the Special Meeting (the
"Adjournment Proposal").
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The Adjournment Proposal was not presented at the Special Meeting because there
were enough votes to approve each of the other proposals at the Special Meeting.
Set forth below are the final voting results for each of the matters submitted
to a vote of the stockholders of FTIV at the Special Meeting.
The Business Combination Proposal. A proposal to approve the Business
Combination and adopt the Business Combination Agreement:
For Against Abstain Broker Non-Votes
24,946,240 152 228 0
The Nasdaq Proposal. A proposal to approve (i) for purposes of complying with
Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the
Company's issued and outstanding common stock and the resulting change of
control in connection with the Business Combination; and (ii) for purposes of
complying with Nasdaq Listing Rule 5635(d), the issuance of 12,500,000 shares of
common stock in connection with the PIPE Investment, subject to an increase to
up to 14,850,000 shares, upon the completion of the Business Combination:
For Against Abstain Broker Non-Votes
24,942,878 3,376 366 0
The Charter Classified Board Proposal. A proposal to approve proposed amendments
to the Existing Certificate of Incorporation to create an additional class of
directors so that there will be three classes of directors with staggered terms
of office, and make certain related changes:
For Against Abstain Broker Non-Votes
22,809,536 2,136,806 278 0
The Charter Corporate Opportunity Proposal. A proposal to approve proposed
amendments to the Existing Certificate of Incorporation to provide that certain
transactions are not "corporate opportunities" and that the Ownership Group and
their affiliates are not subject to the doctrine of corporate opportunity, in
each case, to the fullest extent permitted by law:
For Against Abstain Broker Non-Votes
22,983,288 1,963,054 278 0
Authorized Capital Stock Proposal. A proposal to approve proposed amendments to
the Existing Certificate of Incorporation to increase the number of authorized
shares of the Company's capital stock:
For Against Abstain Broker Non-Votes
23,039,335 1,906,889 396 0
The Class B Stock Proposal. A proposal to approve proposed amendments to the
Existing Certificate of Incorporation to create additional classes of the
Company's common stock to be designated as Class B-1 common stock, having 10
votes per share, and Class B-2 common stock, having 1 vote per share:
For Against Abstain Broker Non-Votes
22,793,624 2,151,618 1,378 0
The Charter Additional Amendments Proposal. A proposal to approve proposed
amendments to the Existing Certificate of Incorporation to provide for
additional changes, principally including changing the Company's name from
"FinTech Acquisition Corp. IV" to "Perella Weinberg Partners" and removing
provisions applicable to special purpose acquisition companies:
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For Against Abstain Broker Non-Votes
24,945,620 772 228 0
The Existing Director Election Proposal. A proposal to elect the following
directors to serve on the Company's board of directors as Class I directors
under the Existing Certificate of Incorporation until the earlier of the Closing
and the 2022 annual meeting of stockholders, and until their respective
successors are duly elected and qualified or until their earlier resignation,
removal or death:
Broker
Director For Withheld Non-Votes
Betsy Z. Cohen 23,002,071 1,944,549 0
Brittain Ezzes 23,003,086 1,943,534 0
Madelyn Antoncic 23,003,036 1,943,584 0
The Business Combination Director Election Proposal. A proposal to elect three
Class I directors, three Class II directors, and three Class III directors to
serve, effective as of, and contingent upon, the Closing, on the Company's board
of directors until the 2022, 2023 and 2024 annual meetings of stockholders,
respectively, and until their respective successors are duly elected and
qualified, or until their earlier resignation, removal or death:
Broker
Director For Withheld Non-Votes
Class I - 2022 Annual Meeting of Stockholders
Joseph R. Perella 22,826,616 2,120,004 0
Ivan G. Seidenberg 24,733,702 212,918 0
Daniel G. Cohen 22,362,197 2,584,423 0
Class II - 2023 Annual Meeting of Stockholders
Jorma Ollila 24,715,466 231,154 0
Robert K. Steel 22,826,616 2,120,004 0
Andrew Bednar 22,826,616 2,120,004 0
Class III - 2024 Annual Meeting of Stockholders
Peter A. Weinberg 22,861,274 2,085,346 0
Jane C. Sherburne 24,734,697 211,923 0
Dietrich Becker 22,825,616 2,121,004 0
The Incentive Plan Proposal. A proposal to adopt the Perella Weinberg Partners
2021 Omnibus Incentive Plan, including the authorization of the initial share
reserve thereunder:
For Against Abstain Broker Non-Votes
21,880,359 3,063,393 2,868 0
The French Sub-Plan Proposal. A proposal to adopt the French Sub-Plan under the
Incentive Plan:
For Against Abstain Broker Non-Votes
23,780,763 1,162,178 3,679 0
Item 7.01 Regulation FD Disclosure
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filings.
On June 22, 2021, the Company issued a press release announcing the approval of
the Business Combination and other related proposals by the Company's
stockholders. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated as of June 22, 2021
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