Item 5.07. Submission of Matters to a Vote of Security Holders.
On
1. The proposal to approve and adopt the Agreement and Plan of Merger, dated as ofAugust 19, 2021 (as amended from time to time, the "Merger Agreement") by and among the Company,Ocala Bidco, Inc. , aDelaware corporation ("Parent"), andOcala Merger Sub, Inc. , aDelaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, and to approve the transactions contemplated thereby, including the Merger (the "Merger Agreement Proposal"). The Merger Agreement Proposal requires the affirmative vote of: (i) the holders of a majority of the voting power of the Company's outstanding common stock entitled to vote in accordance with the DGCL, with the holders of the outstanding shares of Class A common stock, par value$0.000005 , of the Company (the "Company Class A Common Stock") entitled to vote in accordance with the DGCL and the holders of the outstanding shares of Class B common stock, par value$0.000005 , of the Company (the "Company Class B Common Stock" entitled to vote in accordance with the DGCL and, together with the Company Class A Common Stock, the "Company Common Stock") voting together as a single class ("Threshold (i)"); (ii) the affirmative vote of holders of a majority of the outstanding shares of Company Class A Common Stock ("Threshold (ii)"); (iii) the affirmative vote of holders of a majority of the outstanding shares of Company Class B Common Stock ("Threshold (iii)"); and (iv) the affirmative vote of Public Stockholders (as defined in the Merger Agreement) holding a majority of the voting power of the outstanding shares of Company Common Stock held by the Public Stockholders, with holders of Company Class A Common Stock and Company Class B Common Stock (excluding the Rollover Stockholders and other affiliates of the Company) voting as a single class ("Threshold (iv)"): FOR AGAINST ABSTAIN
Threshold (i) 827,798,516 650,766 96,993
FOR AGAINST ABSTAIN
Threshold (ii) 47,067,426 650,766 96,993
FOR AGAINST ABSTAIN
Threshold (iii) 780,731,090 0 0
FOR AGAINST ABSTAIN Threshold (iv) 80,484,004 650,766 96,993 2
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The proposal was approved, having received "FOR" votes from a majority of the
outstanding shares of
2. A non-binding, advisory proposal to approve certain compensation arrangements for the Company's named executive officers in connection with the Merger (the "Golden Parachute Proposal"). Approval of the Golden Parachute Proposal requires the affirmative vote of a majority of the voting power of the Company Class A Common Stock and Company Class B Common Stock, voting together as a single class, present at the Special Meeting, attending the Special Meeting virtually or represented by proxy, and entitled to vote thereon, whether or not a quorum is present. FOR AGAINST ABSTAIN 825,089,346 3,308,924 148,005
The proposal was approved, having received "FOR" votes from a majority of the
shares of
3. A proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the "Adjournment Proposal"). Approval of the Adjournment Proposal requires the affirmative vote of a majority of the voting power of the Company Class A Common Stock and Company Class B Common Stock, voting together as a single class, present at the Special Meeting, attending the Special Meeting virtually or represented by proxy, and entitled to vote thereon, whether or not a quorum is present. FOR AGAINST ABSTAIN 825,003,558 3,437,312 105,405
The proposal was approved, having received "FOR" votes from a majority of the
shares of
3
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