Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 28, 2021, Athena Technology Acquisition Corp., a Delaware
corporation (the "Company"), held a special meeting of its stockholders (the
"Special Meeting"). At the Special Meeting, a total of 24,913,809 (70.15%) of
the Company's issued and outstanding shares of common stock held of record as of
November 23, 2021, the record date for the Special Meeting, were present either
in person (including by virtual presence online at the virtual Special Meeting)
or by proxy, which constituted a quorum. The Company's stockholders voted on the
following proposals at the Special Meeting, each of which was approved and
described in more detail in the Company's definitive proxy statement/prospectus
(file no. 333-258606), initially filed with the Securities and Exchange
Commission on August 9, 2021, as amended and supplemented to date (the "S-4").
The final vote tabulation for each proposal is set forth below.
1. Business Combination Proposal. To approve and adopt the Business Combination
Agreement, dated as of July 6, 2021 (as amended, the "Business Combination
Agreement"), by and among the Company, HelioMax Merger Sub, Inc., a Delaware
corporation ("HelioMax Merger Sub") and Heliogen, Inc., a Delaware corporation
("Heliogen"), and approve the other transactions contemplated thereby
(collectively, the "Business Combination"), including the merger of HelioMax
Merger Sub with and into Heliogen, with Heliogen surviving the merger, and the
issuance of common stock to holders of Heliogen's capital stock as merger
consideration. The final voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions Broker Non-Votes
22,766,362 2,112,922 34,525 0
2. The NYSE Stock Issuance Proposal. To approve, for purposes of complying with
applicable listing rules of the New York Stock Exchange ("NYSE"), the issuance
of more than 20% of the Company's issued and outstanding common stock in
connection with the Business Combination, and the transactions contemplated by
the Subscription Agreements (as defined in the S-4), including approximately
202,500,000 shares of common stock (as may be adjusted in accordance with the
Business Combination Agreement) to holders of Heliogen's capital stock,
16,500,000 shares of common stock to investors in a private placement and
510,000 shares of common stock to Athena Technology Sponsor, LLC, a Delaware
limited liability company, pursuant to the Sponsor Support Agreement (as defined
in the S-4). The final voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions Broker Non-Votes
22,745,033 2,128,829 39,947 0
3. Charter Amendment Proposal. To approve certain changes, including but not
limited to changing the post-combination company's corporate name from "Athena
Technology Acquisition Corp." to "Heliogen, Inc.," increasing the number of
shares authorized for issuance and eliminating certain provisions specific to
the Company's status as a blank check company. The final voting tabulation for
this proposal was as follows:
Votes For Votes Against Abstentions Broker Non-Votes
22,761,281 2,113,570 38,958 0
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4. The Incentive Plan Proposal. To approve the Heliogen, Inc. 2021 Equity
Incentive Plan, including the authorization of the initial share reserve under
the Heliogen, Inc. 2021 Equity Incentive Plan. The final voting tabulation for
this proposal was as follows:
Votes For Votes Against Abstentions Broker Non-Votes
21,850,661 3,014,608 48,540 0
5. The Employee Stock Purchase Plan Proposal. To approve the Heliogen, Inc.
2021 Employee Stock Purchase Plan. The final voting tabulation for this proposal
was as follows:
Votes For Votes Against Abstentions Broker Non-Votes
22,752,452 2,118,804 42,553 0
6. Election of Directors Proposal. To consider and vote upon a proposal to
elect, effective at the closing of the Business Combination, seven directors to
serve staggered terms on the Company's board of directors until the 2022, 2023
and 2024 annual meetings of the Company's stockholders, respectively, and until
their respective successors are duly elected and qualified. The final voting
tabulation for this proposal was as follows:
Votes Broker
Nominee Votes For Withheld Non-Votes
Bill Gross 22,759,173 2,113,836 0
Phyllis W. Newhouse 22,759,173 2,113,836 0
Stacey Abrams 22,759,173 2,113,836 0
Paddy Padmanathan 22,759,173 2,113,836 0
Julie M. Kane 22,759,173 2,113,836 0
Robert Kavner 22,759,173 2,113,836 0
David Crane 22,759,173 2,113,836 0
Item 7.01 Regulation FD Disclosure.
On December 28, 2021, the Company issued a press release announcing the results
of the Special Meeting. A copy of the press release is attached as Exhibit 99.1
hereto and incorporated by reference herein.
Additionally, 22,728,650 shares of the Company's common stock were redeemed in
connection with the Special Meeting.
The information in this Item 7.01, and in Exhibit 99.1 attached hereto, shall
not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
99.1 Press release, dated December 28, 2021
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