Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. Business Combination Proposal. The stockholders approved that certain
Business Combination Agreement, dated as of
For Against Abstain Broker Non-Votes 32,368,086 52,211 25,875 0
2. Nasdaq Proposal. The stockholders approved, for purposes of complying with
applicable Nasdaq listing rules, the issuance of more than 20% of the Class A
Stock and Class
For Against Abstain Broker Non-Votes 32,349,589 60,004 36,579 0
3. Charter Approval Proposal. The stockholders adopted the proposed Second Amended and Restated Certificate of Incorporation of the Company (the "Proposed Charter"). The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 32,358,724 52,704 34,744 0
4. Governance Proposal. The stockholders approved, on a non-binding advisory
basis, a separate proposal with respect to certain governance provisions in the
Proposed Charter in accordance with
a. Proposal 4A: Change in Authorized Shares - to amend the Proposed Charter to (i) increase thePost-Combination Company's total number of authorized shares of capital stock from 221,000,000 shares to 9,200,000,000 shares of capital stock, (ii) increase thePost-Combination Company's authorized Class A Stock from 200,000,000 shares to 4,000,000,000 shares of Class A Stock, (iii) create thePost-Combination Company's ClassB Stock , consisting of 1,700,000,000 authorized shares of ClassB Stock , (iv) create thePost-Combination Company's ClassC Stock , consisting of 1,700,000,000 authorized shares of ClassC Stock , (v) create thePost-Combination Company's ClassD Stock , consisting of 1,700,000,000 authorized shares of ClassD Stock , and (vi) increase thePost-Combination Company's authorized shares of Preferred Stock from 1,000,000 to 100,000,000 shares of Preferred Stock: For Against Abstain Broker Non-Votes 23,675,350 8,648,414 122,408 0
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b. Proposal 4B: Dual-Class Stock - to amend the Proposed Charter to provide for a capital structure pursuant to which, subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of outstanding shares of Common Stock of thePost-Combination Company will vote together as a single class on all matters with respect to which stockholders of thePost-Combination Company are entitled to vote under applicable law, the Proposed Charter or the proposed Amended and Restated Bylaws of thePost-Combination Company (the "Amended and Restated Bylaws"), or upon which a vote of the stockholders generally entitled to vote is otherwise called for by thePost-Combination Company , in each such vote, (i) the holders of Class A Stock and holders of ClassC Stock will be entitled to one vote per share of Class A Stock or ClassC Stock , respectively, and (ii) holders of ClassB Stock and holders of ClassD Stock will be entitled to ten votes per share of ClassB Stock or ClassD Stock , respectively: For Against Abstain Broker Non-Votes 23,891,266 8,439,731 115,175 0 c. Proposal 4C: Removal of Directors - to amend the Proposed Charter to provide that until any time prior to5:00 p.m. Eastern Time on the first date following the date on which the voting power of all of the then outstanding shares of ClassB Stock and ClassD Stock , voting together as a single class, represents less than fifty percent (50%) of the voting power of all of the then outstanding shares of thePost-Combination Company generally entitled to vote, voting together as a single class (the "Voting Rights Threshold Date"), any director of thePost-Combination Company's Board elected by the stockholders generally entitled to vote may be removed with or without cause, and, any time from and after the Voting Rights Threshold Date, any such director may be removed only for cause: For Against Abstain Broker Non-Votes 23,869,151 8,405,180 171,841 0 d. Proposal 4D: Selection of the Sixth Judicial Court, Oakland County, Michigan or theCourt of Chancery of the State of Delaware asExclusive Forum - to amend the Proposed Charter to provide that, unless thePost-Combination Company consents in writing to the selection of an alternative forum, (i) any derivative action brought on behalf of thePost-Combination Company , (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of thePost-Combination Company to thePost-Combination Company or thePost-Combination Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Proposed Charter or the Amended and Restated Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine of theState of Delaware will be required to be filed in either (x) the Sixth Judicial Circuit,Oakland County, Michigan (or, if the Sixth Judicial Circuit,Oakland County, Michigan lacks jurisdiction over any such action or proceeding, then another state court of theState of Michigan , or if no state court of theState of Michigan has jurisdiction over any such action or proceeding, then theUnited Stated District Court for the Eastern District of Michigan ) or (y) theCourt of Chancery of the State of Delaware (or, if theCourt of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then theSuperior Court of the State of Delaware , or, if theSuperior Court of the State of Delaware lacks jurisdiction then theUnited States District Court for the District of Delaware ): For Against Abstain Broker Non-Votes 23,976,627 8,313,600 155,945 0 e. Proposal 4E: Required Stockholder Vote to Amend Certain Sections of the Proposed Charter - to amend the Proposed Charter to require that, from and after the Voting Rights Threshold Date, in addition to any affirmative vote required by applicable law, the approval by affirmative vote of the holders of at least 75% in voting power of the then outstanding shares of thePost-Combination Company generally entitled to vote is required to make any amendment to Article VII (Board of Directors) or Article VIII (Written Consent of Stockholders) of the Proposed Charter: For Against Abstain Broker Non-Votes 23,990,039 8,390,502 65,631 0 f. Proposal 4F: Required Stockholder Vote to Amend the Bylaws of the Company - to amend the Proposed Charter to provide that, from and after the Voting Rights Threshold Date, the affirmative vote of the holders of at least 75% in voting power of the then outstanding shares of thePost-Combination Company generally entitled to vote, is required to alter, amend, make or repeal any provision of the Amended and Restated Bylaws:
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For Against Abstain Broker Non-Votes 23,998,071 8,391,617 56,484
0 5. Director Election Proposal. The stockholders elected nine directors to serve staggered terms on the Company's Board until the 2022, 2023 and 2024 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified. The voting results for this proposal were as follows: Name Class For Abstain Broker Non-Votes Mat Ishbia I 26,388,484 6,057,688 0 Alex Elezaj I 26,297,878 6,148,294 0 Kelly Czubak I 32,370,429 75,743 0 Jeff Ishbia II 27,615,872 4,830,300 0 Laura Lawson II 26,313,865 6,132,307 0 Isiah Thomas II 31,456,439 989,733 0 Justin Ishbia III 26,289,545 6,156,627 0 Melinda Wilner III 26,314,854 6,131,318 0 Robert Verdun III 32,348,238 97,934 0
6. Incentive Plan Proposal. The stockholders approved the
For Against Abstain Broker Non-Votes 25,249,190 7,132,055 64,927 0
7. Adjournment Proposal. The stockholders voted to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, (i) to ensure that any supplement or amendment to the Proxy Statement that the Board has determined in good faith is required by applicable law to be disclosed to the Company stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special Meeting, (ii) if, as of the time for which the Special meeting is originally scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (iii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Approval Proposal or the Incentive Plan Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Approval Proposal or the Incentive Plan Proposal. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 32,317,653 63,180 65,339 0
Additionally, 20,795 shares of Class A Stock were presented for redemption in connection with the Business Combination.
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