Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Results of the Special Meeting
Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders of the Company at the Special Meeting:
Proposal 1: The Business Combination Proposal.
A proposal to adopt the Merger Agreement and approve the Transactions contemplated thereby.
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
5,748,962 0 0 -
Proposal 2: The Charter Proposal.
A proposal to approve and adopt the third amended and restated certificate of incorporation of the Company.
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
5,748,962 0 0 -
Proposal 3: The Governance Proposal.
Proposals to vote on, on a non-binding advisory basis, certain governance provisions in the third amended and restated certificate of incorporation presented separately in accordance with the United States Securities and Exchange Commission Requirements:
Proposal 3A: Change in Authorized Shares.
To increase the total number of authorized shares of all classes of capital stock from 101,000,000 shares to 151,500,000 shares, which would consist of (i) increasing the authorized LACQ common stock from 100,000,000 shares to 150,000,000 shares and (ii) increasing LACQ's authorized preferred stock from 1,000,000 to 1,500,000 shares.
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 5,745,862 3,100 0 - 2
Proposal 3B: Selection of the
To select the
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
5,745,862 3,100 0 -
Proposal 3C: Required Vote to Amend the By-laws of LACQ and certain provisions of the Third Amended and Restated Certificate of Incorporation.
To require a majority of the outstanding LACQ common stock to amend the by-laws and certain provisions of the third amended and restated certificate of incorporation.
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
5,745,862 3,100 0 -
Proposal 4: The Incentive Plan Proposal.
A proposal to approve and adopt the
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
5,745,962 3,000 0 -
Proposal 5: The Director Election Proposal.
A proposal to approve the election of each of seven directors to serve staggered
terms on the Board until immediately following the annual meeting of Company
stockholders for the calendar year ended
To approve the election of
Votes Cast For Votes Cast Against Abstentions 5,748,962 0 0
To approve the election of
Votes Cast For Votes Cast Against Abstentions 5,748,962 0 0
To approve the election of
Votes Cast For Votes Cast Against Abstentions 5,748,962 0 0 To approve the election ofCurtis Rosebraugh to the Board as a Class II director: Votes Cast For Votes Cast Against Abstentions 5,748,962 0 0 3
To approve the election of
Votes Cast For Votes Cast Against Abstentions 5,748,962 0 0
To approve the election of
Votes Cast For Votes Cast Against Abstentions 5,748,962 0 0
To approve the election of
Votes Cast For Votes Cast Against Abstentions
5,748,962 0 0
Proposal 6: The Nasdaq Proposal.
A proposal to approve for purposes of complying with Nasdaq Rules 5635(a), (b) and (d), the issuance of (i) more than 20% of the Company's issued and outstanding shares of common stock in connection with the Transactions, and more than 20% of the Company's issued and outstanding shares to a single holder (which may constitute a change of control under the Nasdaq Rules); and (ii) shares of Class A Common Stock to a director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions.
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 5,748,902 60 0 - Redemptions
In connection with the closing of the Transactions, 5,000 shares of LACQ Common
Stock were redeemed by stockholders at a per-share price of approximately
4
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