Item 5.07. Submission of Matters to a Vote of Security Holders.
On
There were 31,625,000 shares of common stock issued and outstanding on
A summary of the voting results for each proposal submitted to a vote of stockholders at the Special Meeting is set forth below.
Proposal No. 1 - The Business Combination Proposal
The proposal to (a) approve and adopt the Business Combination Agreement and
Plan of Reorganization, dated as of
Votes For Votes Against Abstentions 22,076,442 362,716 1,040
Proposal Nos. 2-3 - The Charter Proposals
Proposal No. 2 - The Authorized Share Charter Proposal
The amendment to the Company's Amended and Restated Certificate of Incorporation
(the "Charter") to increase the number of authorized shares of the Company's
capital stock, par value
Votes For Votes Against Abstentions 21,975,026 423,567 41,605
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Proposal No. 3 - The Additional Charter Proposal
The amendment to the Charter to make certain other changes that the Company's
board of directors deems appropriate for a public operating company, including
(a) eliminating provisions in the Charter relating to the Company's Initial
Business Combination that will no longer be applicable to the Company following
the closing of the Business Combination, including provisions relating to
(i) redemption rights with respect to Class A Common Stock, (ii) the Trust
Account (as defined below), (iii) share issuances prior to the consummation of
the Initial Business Combination, (iv) transactions with affiliates and other
blank check companies, (v) approval of the Initial Business Combination and
(vi) the minimum value of the target in the Initial Business Combination, and
(b) to change the post-combination company's name from "
Votes For Votes Against Abstentions 22,041,892 393,445 4,861
Proposal No. 4 - The PIPE Proposal
The proposal to approve, for purposes of complying with applicable listing rules
of the
Votes For Votes Against Abstentions 22,037,471 391,679 11,048
Proposal No. 5 - The 2021 Plan Proposal
The 2021 Equity Incentive Plan (the "2021 Plan") and the material terms thereunder (the "2021 Plan Proposal") were approved and adopted. The voting results were as follows:
Votes For Votes Against Abstentions 21,849,395 566,970 23,833
Proposal No. 6 - The Director Election Proposal
The Company's stockholders elected, effective immediately at the effective time
of the Merger,
Nominee Votes For Withheld Gene Sheridan 21,342,254 1,097,944 Daniel Kinzer 22,072,287 367,911 Brian Long 22,071,287 368,911 Dipender Saluja 21,340,454 1,099,744 David Moxam 22,072,237 367,961 Richard J. Hendrix 20,945,227 1,494,971 Gary K. Wunderlich 21,675,200 764,998
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Proposal No. 7 - The Adjournment Proposal
The adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the PIPE Proposal, the 2021 Plan Proposal or the Director Election Proposal was approved. The voting results were as follows:
Votes For Votes Against Abstentions 21,760,687 665,124 14,387
Item 7.01. Regulation FD Disclosure.
The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 99.1 Press Release datedOctober 13, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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