ROTH CH 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 ROCG's stockholders:
1. Proposal No. 1 - The Business Combination Proposal - To consider and vote
upon a proposal to approve the Merger Agreement, dated as of December 5,
2022 (as amended, the "Merger Agreement"), by and among ROCG, Roth IV
Merger Sub Inc. , a Delaware corporation and wholly owned subsidiary of
ROCG, and Tigo Energy, Inc. , a Delaware corporation, and the transactions
contemplated thereby (the "Business Combination"):
For Against Abstain4,809,768 4,747 1
Proposal No. 1 was approved, having received the affirmative vote of a majority of the shares of ROCG common stock represented in person or by proxy and entitled to vote thereon at the Meeting.
2. Proposal No. 2 - The Charter Proposal - To consider and vote upon a
proposal to adopt the Second Amended and Restated Certificate of
Incorporation (the "Proposed Charter"):
For Against Abstain4,809,767 4,748 1
Proposal No. 2 was approved, having received the affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all then outstanding shares of voting stock of ROCG, voting together as a single class.
3. Proposal No. 3 - The Governance Proposals - To consider and act upon, on
a non-binding advisory basis, six separate proposals with respect to
certain governance provisions in the Proposed Charter in accordance with
the requirements of the Securities and Exchange Commission (the "SEC"):
3A. Changes to Authorized Capital Stock - To authorize the issuance of
160,000,000 shares of capital stock, consisting of (i) 150,000,000 shares of
common stock, par value
For Against Abstain 4,698,747 115,768 1
3B. Required Vote to Amend the Charter - To require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all the then outstanding shares of voting stock of the combined company following the closing of the Business Combination (the "Combined Company"), voting together as a single class, to amend, alter, repeal or rescind, in whole or in part, certain provisions of the Proposed Charter:
For Against Abstain 4,809,768 4,747 1
3C. Required Vote to Amend the Bylaws - require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all the then outstanding shares of voting stock of the Combined Company entitled to vote generally in an election of directors to adopt, amend, alter, repeal or rescind the Proposed Bylaws:
For Against Abstain 4,809,768 4,747 1
3D. Director Removal - To provide for the removal of directors with cause only by stockholders voting at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors:
For Against Abstain 4,698,747 115,768 1
3E. Right to Act by Written Consent - To provide that any actions required to be taken or permitted to be taken by the Combined Company's stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be taken by written consent of the Combined Company stockholders, except, any actions required to be taken or permitted to be taken by the holders of the Combined Company preferred stock may be taken by written consent to the extent expressly provided in the applicable certificate of designation relating to such series of Combined Company preferred stock:
For Against Abstain 4,698,741 115,774 1
3F. Removal of Blank Check Company Provisions - To eliminate various provisions applicable only to blank check companies, including business combination requirements:
For Against Abstain 4,809,765 4,748 3
Proposals No. 3A, B, C, D, E, and F were approved, having received the affirmative vote of a majority of the shares of ROCG common stock represented in person or by proxy and entitled to vote thereon at the Meeting.
4. Proposal No. 4 - The Director Election Proposal - To consider and vote
upon a proposal to elect Zvi Alon , Michael Splinter , Stanley Stern , John
Wilson , Tomer Babai , and Joan C. Conley to serve as the directors, in
each case, to serve on the Combined Company Board until the Combined
Company's annual meeting of stockholders in 2024 and until their
respective successors are duly elected and qualified, subject, however,
to his or her earlier death, resignation, retirement or removal.
Director Nominees:
a. Zvi Alon
For Withheld
4,661,461 153,055
b. Michael Splinter
For Withheld
4,809,768 4,748
c. Stanley Stern
For Withheld
4,809,768 4,748
d. John Wilson
For Withheld
4,809,769 4,747
e. Tomer Babai
For Withheld
4,809,769 4,747
f. Joan C. Conley
For Withheld
4,809,768 4,748
All nominees for election to the board of directors of the Combined Company following the consummation of the Business Combination were elected, each such nominee having received the affirmative vote of a majority of the shares of ROCG common stock represented in person or by proxy and entitled to vote thereon at the Meeting.
5. Proposal No. 5 - The Nasdaq Proposal - To consider and vote upon a
proposal to approve, for purposes of complying with applicable listing
rules of The Nasdaq Capital Market the issuance of more than 20% of the
issued and outstanding common stock, par value $0.0001 per share, of ROCG
and voting power in connection with the Business Combination: For
Against Abstain 4,809,768 4,747 1
Proposal No. 5 was approved, having received the affirmative vote of a majority of the shares of ROCG common stock represented in person or by proxy and entitled to vote thereon at the Meeting.
6. Proposal No. 6 - The Equity Incentive Plan Proposal - To consider and
vote upon a proposal to approve and adopt the Equity Incentive Plan and
the material terms thereunder:
For Against Abstain
4,698,747 4,747 111,022
Proposal No. 6 was approved, having received the affirmative vote of a majority of the shares of ROCG common stock represented in person or by proxy and entitled to vote thereon at the Meeting.
7. Proposal No. 7 - The Adjournment Proposal - To consider and vote upon a
proposal to adjourn the Special Meeting to a later date or dates, if
necessary, to permit further solicitation of proxies if, based upon the
tabulated vote at the time of the Special Meeting, there are insufficient
votes to approve the Business Combination Proposal, the Charter Proposal,
the Director Election Proposal, the Nasdaq Proposal, or the Equity
Incentive Plan Proposal. In no event will the ROCG Board adjourn the
Special Meeting or consummate the Business Combination beyond the date by
which it may properly do so under the Existing Charter and Delaware law.
For Against Abstain4,809,767 4,748 1
Proposal No. 7 was approved, having received the affirmative vote of a majority of the shares of ROCG common stock represented in person or by proxy and entitled to vote thereon at the Meeting.
Item 8.01. Other Events.
In connection with the votes to approve the Business Combination Proposal, 1,945,251 shares of common stock of ROCG were rendered for redemption.
Based on the results of the Meeting, and subject to the satisfaction or waiver
of certain other closing conditions as described in the definitive proxy
statement/final prospectus filed by ROCG with the
© Edgar Online, source
