Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. Business Combination Proposal
Stockholders approved the proposal to approve the adoption of the Business
Combination Agreement, dated as of
Vote to approve the Business Combination Proposal:
Total Votes For Total Votes Against Abstentions 6,543,525 785,791 0 2. Charter Proposals
Stockholders approved the proposals to approve and adopt the second Amended and
Restated Certificate of Incorporation (the "Proposed Charter") of the Company
(referred to as the "Combined Entity" following the Business Combination), which
were presented separately in accordance with the
a. General Amendments Proposal
Stockholders approved the proposal to (i) change the Company's name to "
Vote to approve the General Amendments Proposal:
Total Votes For Total Votes Against Abstentions 6,526,282 803,034 0 1 b. Bylaws Amendment Proposal
Stockholders approved the proposal to provide that any amendment to the bylaws will require the approval of either the Combined Entity's board of directors or the holders of at least 66?% of the voting power of the Combined Entity's then outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class (the "Bylaws Amendment Proposal"). The results of the vote are summarized below.
Vote to approve the Bylaws Amendment Proposal:
Total Votes For Total Votes Against Abstentions
6,480,158 849,158 0
c. Supermajority Voting Standard Proposal
Stockholders approved the proposal to provide that any amendment to certain provisions of the Proposed Charter will require the approval of the holders of at least 66?% of the voting power of the Combined Entity's then outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class (the "Supermajority Voting Standard Proposal"). The results of the vote are summarized below.
Vote to approve the Supermajority Voting Standard Proposal:
Total Votes For Total Votes Against Abstentions 6,480,157 849,159 0 d. Quorum Standard
Stockholders approved the proposal to provide that the holders of 33?% of the voting power of the stock issued and outstanding and entitled to vote at a meeting, present in person, or by remote communications, if applicable, or represented by proxy, constitute a quorum for the transaction of business at all meetings of the stockholders (the "Quorum Standard Proposal"). The results of the vote are summarized below.
Vote to approve the Quorum Standard Proposal:
Total Votes For Total Votes Against Abstentions 6,526,283 803,033 0 3. Governance Proposals
Stockholders approved the proposals to consider and vote, on a non-binding
advisory basis, on certain governance provisions in the Proposed Charter and
proposed bylaws and to eliminate various provisions in the Company's Amended and
Restated Certificate of Incorporation and Bylaws applicable only to blank check
companies, which were presented separately in accordance with
a. Authorized Shares Proposal
Stockholders approved the proposal to authorize capital stock of 111,000,000 shares, consisting of (i) 110,000,000 shares of common stock and (ii) 1,000,000 shares of preferred stock issuable as consideration for the Business Combination and the other transactions contemplated in the Company's proxy statement/prospectus, and for any proper corporate purpose, including future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans (the "Authorized Shares Proposal"). The results of the vote are summarized below.
Vote to approve the Authorized Shares Proposal:
Total Votes For Total Votes Against Abstentions 6,526,282 803,034 0 2 b. Forum Selection Proposal
Stockholders approved the proposal to provide that the
Vote to approve the Forum Selection Proposal:
Total Votes For Total Votes Against Abstentions 6,011,855 1,317,461 0
c. Removal of Blank Check Company Provisions Proposal
Stockholders approved the proposal to eliminate certain provisions related to the Company's status as a blank check company (the "Removal of Blank Check Company Provisions Proposal"). The results of the vote are summarized below.
Vote to approve the Removal of Blank Check Company Provisions Proposal:
Total Votes For Total Votes Against Abstentions 6,526,282 803,034 0
4. Omnibus Incentive Plan Proposal
Stockholders approved the proposal to approve the 2022 Omnibus Incentive Plan (the "Omnibus Incentive Plan Proposal"). The results of the vote are summarized below.
Vote to approve the Omnibus Incentive Plan Proposal:
Total Votes For Total Votes Against Abstentions 6,066,754 1,262,562 0 5. Nasdaq Proposal
Stockholders approved the 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 Nasdaq Global Market, (a) the issuance of shares of common stock in connection with the Acquisition Merger, (b) the issuance of shares of preferred stock pursuant to the subscription agreement governing the private placement transaction to be consummated in connection with the Business Combination and (c) the issuance of shares of preferred stock and the underlying shares of common stock upon any conversion thereof as payment for certain advisory services (the "Nasdaq Proposal" and together with the Business Combination Proposal, the Charter Proposals, and the Omnibus Incentive Plan Proposal, the "Condition Precedent Proposals"). The results of the vote are summarized below.
Vote to approve the Nasdaq Proposal:
Total Votes For Total Votes Against Abstentions 6,526,282 803,034 0 3 6. The Adjournment Proposal
The Company had solicited proxies in favor an adjournment proposal which would have given the Company authority to adjourn the Meeting to solicit additional proxies (the "Adjournment Proposal"). As there were sufficient shares voted in favor of the Condition Precedent Proposals and the Company did not determine that one or more of the closing conditions under the Business Combination Agreement was not satisfied or waived, this proposal was moot. However, stockholders approved the Adjournment Proposal. The results of the vote are summarized below.
Vote to approve the Adjournment Proposal:
Total Votes For Total Votes Against Abstentions 6,526,283 803,033 0 Item 8.01 Other Events
In connection with the stockholders' vote at the Special Meeting held by the
Company on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 104.1 Cover Page Interactive Data File (embedded within the Inline XRBL document). 4
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