FUSN ACQU Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The Business Combination Proposal - to consider and vote upon a proposal to
approve the agreement and plan of merger, dated as ofFebruary 11, 2021 (as amended and as it may be further amended and/or restated from time to time, the "Merger Agreement"), by and amongFusion Acquisition Corp. ("Fusion"),ML Merger Sub Inc. , aDelaware corporation and a wholly-owned subsidiary of Fusion ("Merger Sub"), andMoneyLion Inc. , aDelaware corporation ("MoneyLion"); and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into MoneyLion with MoneyLion surviving the merger as a wholly owned subsidiary of Fusion (the transactions contemplated by the Merger Agreement, the "Business Combination" and such proposal, the "Business Combination Proposal"): FOR AGAINST ABSTAIN BROKER NON-VOTES 26,847,370 399,241 39,250 N/A
2. The Charter Proposals - to consider and vote upon separate proposals to amend
and restate, and further amend, assuming the Business Combination Proposal is
approved and adopted, Fusion's third amended and restated certificate of
incorporation, dated
amended and restated certificate of incorporation referred to herein as the
"A&R Charter" and the A&R Charter as further amended and restated, the
"Proposed Charter"):
(i) a proposal to approve and adopt, assuming the Business Combination Proposal
is approved and adopted, the A&R Charter, which, if approved, would take
effect upon the Closing (we refer to this proposal as "Charter Proposal A");
and
FOR AGAINST ABSTAIN BROKER NON-VOTES
26,839,745 399,516 46,600 N/A
(ii) a proposal to approve and adopt, assuming the Business Combination Proposal
and Charter Proposal A are approved and adopted, an amendment to the A&R
Charter to increase the number of authorized shares of Class A common stock,
par value $0.0001 per share, of New MoneyLion (the "New MoneyLion Class A
common stock") from 380,000,000 to 2,000,000,000 and the total number of
authorized shares from 401,000,000 to 2,200,000,000, which, if approved,
would take effect upon the Closing (we refer to this proposal as "Charter
Proposal B").
FOR AGAINST ABSTAIN BROKER NON-VOTES
26,773,948 462,012 49,901 N/A
1
3. Proposal No. 3 - The Advisory Charter Proposals - to consider and vote upon
separate proposals to approve, on a non-binding advisory basis, the following
material differences between the Proposed Charter and the Current Charter,
which are being presented in accordance with the requirements of the
six separate sub-proposals (we refer to such proposals as the "Advisory
Charter Proposals"):
(i) to provide that New MoneyLion will have authorized capital stock of
2,200,000,000 shares, consisting of 2,000,000,000 shares of Class A common
stock, par value $0.0001 per share (the "New MoneyLion Class A common stock")
and 200,000,000 shares of preferred stock, par value $0.0001 per share, as
opposed to Fusion having authorized capital stock of 401,000,000 shares,
consisting of 380,000,000 shares of Fusion Class A common stock,
20,000,000 shares of Fusion Class B common stock and 1,000,000 shares of
preferred stock (we refer to such proposal as "Advisory Charter Proposal A"):
FOR AGAINST ABSTAIN BROKER NON-VOTES
25,543,273 1,153,205 589,383 N/A
(ii) to provide that directors of New MoneyLion may be removed from office only
for cause and only with the affirmative vote of the holders of at least 66
2/3% of the voting power of the outstanding shares of stock of New MoneyLion
(we refer to such proposal as "Advisory Charter Proposal B"):
FOR AGAINST ABSTAIN BROKER NON-VOTES
25,563,933 1,139,227 582,701 N/A
(iii) to change the stockholder vote required to amend certain provisions of the
Proposed Charter (we refer to such proposal as "Advisory Charter Proposal
C"):
FOR AGAINST ABSTAIN BROKER NON-VOTES
25,850,087 844,847 590,927 N/A
(iv) to change the stockholder vote required to amend the amended and restated
bylaws of New MoneyLion (the "Proposed Bylaws") (we refer to such proposal
as "Advisory Charter Proposal D"):
FOR AGAINST ABSTAIN BROKER NON-VOTES
25,847,456 842,418 595,987 N/A
2
(v) to prohibit stockholders from acting by written consent by specifying that
any action required or permitted to be taken by stockholders must be effected
by a duly called annual or special meeting and may not be effected by written
consent (we refer to such proposal as "Advisory Charter Proposal E"):
FOR AGAINST ABSTAIN BROKER NON-VOTES
25,557,516 1,142,751 585,594 N/A
(vi) to provide for certain additional changes, including, among other things,
(i) changing the post-business combination company's corporate name from
"Fusion Acquisition Corp. " to "MoneyLion Inc. " and making the company's
corporate existence perpetual and (ii) removing certain provisions related
to our status as a blank check company that will no longer apply upon
consummation of the Business Combination, all of which our board of
directors believes are necessary to adequately address the needs of the
post-business combination company (we refer to such proposal as "Advisory
Charter Proposal F"):
FOR AGAINST ABSTAIN BROKER NON-VOTES
26,282,974 420,697 582,190 N/A
4. The Stock Issuance Proposal - to consider and vote upon a proposal to approve,
assuming the Business Combination Proposal and the Charter Proposals are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (x) shares of Fusion Class A common stock pursuant to the terms of the Merger Agreement and (y) shares of Fusion Class A common stock to certain institutional investors (the "PIPE Investors ") in connection with the Private Placement (as defined below) (we refer to such proposal as the "Stock Issuance Proposal"): FOR AGAINST ABSTAIN BROKER NON-VOTES 26,813,554 422,720 49,587 N/A
5. The Incentive Plan Proposal - to consider and vote upon a proposal to approve,
assuming the Business Combination Proposal, the Charter Proposals and the Stock Issuance Proposal are approved and adopted, theMoneyLion Inc. Omnibus Incentive Plan (the "Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan (we refer to such proposal as the "Incentive Plan Proposal"): FOR AGAINST ABSTAIN BROKER NON-VOTES 26,785,604 447,398 52,859 N/A 3
6. The ESPP Proposal - to consider and vote upon a proposal to approve, assuming
the Business Combination Proposal, the Charter Proposals, the Stock Issuance Proposal and the Incentive Plan Proposal are approved and adopted, theMoneyLion Inc. Employee Stock Purchase Plan (the "ESPP"), including the authorization of the initial share reserve under the ESPP (we refer to such proposal as the "ESPP Proposal"): FOR AGAINST ABSTAIN BROKER NON-VOTES 26,810,569 424,969 50,323 N/A
7. The Adjournment Proposal - to consider and vote upon 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 if, based upon the tabulated
vote at the time of the Special Meeting, any of the Business Combination
Proposal, the Charter Proposals, the Stock Issuance Proposal, the Incentive
Plan Proposal and the ESPP Proposal (together the "condition precedent
proposals") would not be duly approved and adopted by our stockholders or we
determine that one or more of the closing conditions under the Merger
Agreement is not satisfied or waived (we refer to such proposal as the
"Adjournment Proposal"):
FOR AGAINST ABSTAIN BROKER NON-VOTES
26,492,392 747,126 46,343 N/A
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