MCAP ACQU Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously reported on a Current Report on Form 8-K filed by
Special Meeting of Stockholders
On
As of
The Business Combination Proposal - To consider and vote upon a proposal to
approve and adopt the Business Combination Agreement, dated as of
FOR AGAINST ABSTENTIONS 27,595,393 669,757 70,829
The Charter Amendment Proposal - To approve and adopt an amendment to MCAP's current certificate of incorporation.
FOR AGAINST ABSTENTIONS 27,593,062 669,757 73,160
The Advisory Charter Proposals - To consider and vote upon, on a non-binding
advisory basis, a proposal to approve certain governance provisions contained in
the Proposed Charter, presented in accordance with the requirements of the
Advisory Proposal A. To provide that the total number of shares of all classes
of capital stock which the Company will have authority to issue is 370 million
shares, consisting of (i) 350 million shares of common stock, par value
FOR AGAINST ABSTENTIONS
25,911,160 1,750,294 674,525
Advisory Proposal B. To provide that the capital stock consists of common and preferred stock only and does not delineate classes of common stock.
FOR AGAINST ABSTENTIONS 26,992,118 669,757 674,104
Advisory Proposal C. To provide for the waiver of the corporate opportunity doctrine with respect to H.I.G. and its affiliates and any Non-Employee Director or his or her affiliates.
FOR AGAINST ABSTENTIONS 25,911,104 1,750,495 674,380
Advisory Proposal D. To that certain actions under the Proposed Charter relating to the nomination and election of directors are subject to the Stockholders Agreement. Pursuant to the Stockholders Agreement, the Blocker Member and the Sponsor will have certain rights to designate directors to the combined company's board of directors.
FOR AGAINST ABSTENTIONS 26,992,118 669,757 674,104
Advisory Proposal E. To provide that any action required or permitted to be taken by the stockholders of the combined company must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.
FOR AGAINST ABSTENTIONS 25,889,467 1,772,408 674,104
Advisory Proposal F. To provide that amendments to the Proposed Charter will require the affirmative vote of the holders of at least 66 2/3% of the voting power of the then outstanding shares of capital stock of the combined company entitled to vote, voting together as a single class.
FOR AGAINST ABSTENTIONS 25,876,115 1,785,509 674,355
Advisory Proposal G. To provide that directors may be removed by the affirmative vote of the holders of at least 66 2/3% of the voting stock of the combined company entitled to vote at an election of directors.
FOR AGAINST ABSTENTIONS 25,877,106 1,785,513 673,360
Advisory Proposal H. To (i) provide that the post-business combination company's
corporate name would change from "
FOR AGAINST ABSTENTIONS 26,995,193 669,757 671,029
The Election of Directors Proposal - To consider and vote to elect nine directors to serve staggered terms on MCAP's board of directors until the 2022, 2023 and 2024 annual meeting of stockholders of MCAP, respectively, and until their respective successors are duly elected and qualified.
NOMINEE FOR WITHHELD
2022 Meeting
Ben Tatta 7,906,250 0
John Black 7,906,250 0
Danielle Qi 7,906,250 0
2023 Meeting
Vineet Mehra 7,906,250 0
Richard Boghosian 7,906,250 0
Zia Uddin 7,906,250 0
2024 Meeting
Kihara Kiarie 7,906,250 0
Eric Tencer 7,906,250 0
James Lawson 7,906,250 0
The Long-Term Incentive Plan Proposal - To consider and vote upon a proposal to approve the 2021 Long-Term Incentive Plan to be effective after the closing of the Business Combination.
FOR AGAINST ABSTENTIONS 27,457,882 754,361 123,736
The ESPP Proposal - To consider and vote upon a proposal to approve the 2021 Employee Stock Purchase Plan ("ESPP") to be effective after the closing of the Business Combination.
FOR AGAINST ABSTENTIONS 27,592,337 669,761 73,881
The Nasdaq Proposal - To consider and vote upon a proposal to approve (i) for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Business Combination, and (ii) for the purpose of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the issued and outstanding shares of Class A common stock in the private placement in connection with the completion of the Business Combination.
FOR AGAINST ABSTENTIONS 27,592,717 669,958 73,304
The Adjournment Proposal - To consider and vote on a proposal to adjourn the Stockholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholders Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.
FOR AGAINST ABSTENTIONS 27,564,132 698,542 73,305
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