MARE RAIN Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Meeting, the following proposals were submitted to and approved by MRAC's stockholders:
1. Proposal No. 1 - The Business Combination Proposal - To consider and vote
upon a proposal to approve by ordinary resolution and adopt the Agreement
and Plan of Merger, dated as of April 28 , 2021and amended on July 23,
2021 and September 13, 2021 (the "Merger Agreement"), by and among Enjoy
Technology Inc. ("Enjoy"), MRAC and MRAC Merger Sub Corp. , a wholly owned
subsidiary of MRAC ("Merger Sub"). The Merger Agreement provides for,
among other things, the merger of Merger Sub with and into Enjoy (the
"Merger"), with Enjoy surviving the Merger as a wholly owned subsidiary
of MRAC, in accordance with the terms and subject to the conditions of
the Merger Agreement:
For Against Abstain
32,695,982 492,471 55,873
Proposal No. 1 was approved, having received the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
2. Proposal No. 2 - The Domestication Proposal - To consider and vote upon a
proposal to approve by special resolution, the change of MRAC's
jurisdiction of incorporation by deregistering as an exempted company in
the Cayman Islands and continuing and domesticating as a corporation
incorporated under the laws of the State of Delaware (the "Domestication"
and, together with the Merger, the "Business Combination"):
For Against Abstain
32,694,962 492,471 56,893
Proposal No. 2 was approved, having received the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
3. Proposal No. 3 - The Organizational Documents Proposal - To consider and
vote upon a proposal to approve by special resolution and adopt the
proposed new certificate of incorporation ("Proposed Certificate of
Incorporation") and the proposed new bylaws ("Proposed Bylaws") of
Marquee Raine Acquisition Corp. , a corporation incorporated in the State
of Delaware , and the filing with and acceptance by the Secretary of State
of Delaware of the certificate of domestication in accordance with
Section 388 of the Delaware General Corporation Law, which will be
renamed "Enjoy Technology, Inc. " in connection with the Business
Combination (MRAC after the Domestication, including after such change of
name, is referred to herein as "New Enjoy"):
For Against Abstain
32,693,982 493,471 56,873
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Proposal No. 3 was approved, having received the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
4. Proposal No. 4 - The Governance Proposal - To consider and vote upon, on
a non-binding advisory basis, certain material differences between MRAC's
Amended and Restated Memorandum and Articles of Association (as may be
amended from time to time and the Proposed Certificate of Incorporation
and Proposed Bylaws, presented separately in accordance with the United
States Securities and Exchange Commission requirements, as follows:
4a. Change the Authorized Capital Stock - To provide authorization to change the
authorized capital stock of MRAC from (i) 500,000,000 MRAC Class A Ordinary
Shares, 50,000,000 MRAC Class B Ordinary Shares and 5,000,000 preferred shares,
par value
For Against Abstain 32,215,579 779,892 248,855
4b. Change the Stockholder Vote Required to Amend the Certificate of Incorporation - To require the affirmative vote of holders of at least 66 2/3% of the voting power of all then-outstanding New Enjoy Common Stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend or repeal the Proposed Bylaws and the provisions in the Proposed Certificate of Incorporation related to Directors, Indemnification and Limitation on Liability of Directors, Forum Selection and Amendments:
For Against Abstain 29,973,785 3,021,887 248,654
4c. Establish a Classified Board of Directors - To divide New Enjoy's board of directors into three classes, with only one class of directors being elected in each year and each class serving a three-year term:
For Against Abstain 29,267,622 3,727,070 249,634
4d.
For Against Abstain 30,056,950 2,937,660 249,716
Proposals No. 4a, 4b, 4c and 4d were approved, having received the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
5. Proposal No. 5 - The Director Election Proposal - To consider and vote
upon a proposal to elect eight directors who upon, consummation of the
Business Combination, will be the directors of New Enjoy, with each
initial Class I director having a term that expires at the first annual
meeting of the stockholders following the effectiveness of the Proposed
Certificate of Incorporation, each initial Class II director having a
term that
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expires at the second annual meeting of the stockholders following the
effectiveness of the Proposed Certificate of Incorporation and each
initial Class III director having a term that expires at the third annual
meeting of the stockholders following the effectiveness of the Proposed
Certificate of Incorporation. At each succeeding annual meeting of the
stockholders of the Company, beginning with the first annual meeting of
the stockholders of New Enjoy following the effectiveness of this
Proposed Certificate of Incorporation, each of the successors elected to
replace the class of directors whose term expires at that annual meeting
shall be elected for a three-year term or until the election and
qualification of their respective successors in office, subject to their
earlier death, resignation or removal:
Class I Nominees:
a. Fred Harmon
For Against Abstain
32,407,074 70 837,182
b. Salaam Coleman Smith
For Against Abstain
32,407,074 70 837,182
Class II Nominees:
c. Denise Young Smith
For Against Abstain
32,406,474 670 837,182
d. Jonathan Mariner
For Against Abstain
31,587,237 820,411 836,678
e. Brett Varsov
For Against Abstain
32,407,004 140 837,182
Class III Nominees:
f. Ron Johnson
For Against Abstain
32,308,628 100,140 835,558
g. Gideon Yu
For Against Abstain
32,407,094 150 837,082
h. Thomas Ricketts
For Against Abstain
33,185,681 150 58,495
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All nominees for election to the board of directors of New Enjoy following the consummation of the Business Combination were elected, each such nominee having received the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
6. Proposal No. 6 - The Stock Issuance Proposal - To consider and vote upon
a proposal to approve by ordinary resolution, for the purposes of
complying with the applicable provisions of Nasdaq Rule 5635, the
issuance of New Enjoy Common Stock, par value $0.0001 per share to
(a) the PIPE Investors (including the Backstop Investors ) pursuant to the
PIPE Investment (including the Backstop Investment , if any) (each as
defined in the proxy statement/prospectus) and (b) Enjoy's stockholders
pursuant to the Merger Agreement:
For Against Abstain
32,692,192 494,971 57,163
Proposal No. 6 was approved, having received the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
7. Proposal No. 7 - The Incentive Award Plan Proposal - To consider and vote
upon a proposal to approve by ordinary resolution, the Enjoy Technology,
Inc. 2021 Incentive Award Plan:
For Against Abstain
31,504,989 1,681,574 57,763
Proposal No. 7 was approved, having received the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
8. Proposal No. 8 - The ESPP Proposal - To consider and vote upon a proposal
to approve by ordinary resolution, the Enjoy Technology, Inc. 2021
Employee Stock Purchase Plan:
For Against Abstain
31,740,749 1,445,782 57,795
Proposal No. 8 was approved, having received the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
9. Proposal No. 9 - The Adjournment Proposal
Because there were sufficient votes to approve each of the above proposals, and it was not otherwise deemed necessary or appropriate to adjourn the Meeting to a later date, Proposal No. 9 - the proposal to adjourn the Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals was not called to a vote.
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