Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting, 28,713,054 SCS ordinary shares, which
represented 90.04% of the ordinary shares outstanding and entitled to vote as of
the record date for the Extraordinary General Meeting of
Approval of the Business Combination Proposal
SCS shareholders approved by ordinary resolution and adopted the Merger
Agreement and the Business Combination. A copy of the Merger Agreement is
attached as Annex A to the Definitive Proxy and as Exhibit 2.1 to SCS's Current
Report on Form 8-K/A filed with the
Votes For Votes Against Abstentions 27,637,348 1,069,282 6,424
Approval of the Domestication Proposal
SCS shareholders approved by special resolution a change of SCS's jurisdiction
of incorporation by deregistering as an exempted company in the
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incorporated under the laws of the
Votes For Votes Against Abstentions 25,022,498 2,323,375 1,367,181
Approval of the Organizational Documents Proposal A
SCS shareholders approved by special resolution the change in the authorized
share capital of SCS from 500,000,000 Class A ordinary shares, par value
Votes For Votes Against Abstentions 25,020,510 2,324,986 1,367,558
Approval of Organizational Documents Proposal B
SCS shareholders approved by special resolution the issuance of any or all
shares of
Votes For Votes Against Abstentions 24,698,312 2,647,561 1,367,181
Approval of Organizational Documents Proposal C
SCS shareholders approved by special resolution the adoption of the proposed
Certificate of Incorporation and the proposed Bylaws, in the forms attached as
Annex J and Annex K, respectively, to the Definitive Proxy, in connection with
the consummation of the Business Combination, including (i) changing the
corporate name from "
Votes For Votes Against Abstentions 25,022,502 2,323,375 1,367,177
Approval of the Director Appointment Proposals
SCS Class B shareholders approved by ordinary resolution the election of
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The voting results with respect to the election ofBharatt Chowrira , J.D., Ph.D., were as follows: Votes For Votes Withheld Abstentions 6,890,000 0 0 The voting results with respect to the election ofKenneth Ehlert were as follows: Votes For Votes Withheld Abstentions 6,890,000 0 0 The voting results with respect to the election ofChristine Lemke were as follows: Votes For Votes Withheld Abstentions 6,890,000 0 0
The voting results with respect to the election of William "BJ" Jones, Jr. were as follows:
Votes For Votes Withheld Abstentions 6,890,000 0 0 The voting results with respect to the election ofW. Edward Martucci , Ph.D. were as follows: Votes For Votes Withheld Abstentions 6,890,000 0 0 The voting results with respect to the election ofChamath Palihapitiya were as follows: Votes For Votes Withheld Abstentions 6,890,000 0 0 The voting results with respect to the election ofAdam Gazzaley , M.D., Ph.D. were as follows: Votes For Votes Withheld Abstentions 6,890,000 0 0
Approval of the Stock Issuance Proposal
SCS shareholders approved by ordinary resolution, for the purposes of complying
with the applicable listing rules of the Nasdaq Capital Market, the issuance of
Votes For Votes Against Abstentions 25,020,988 2,324,885 1,367,181
Approval of the Incentive Plan Proposal
SCS shareholders approved by ordinary resolution the Incentive Plan (the "Incentive Plan Proposal"). The voting results with respect to the Incentive Plan Proposal were as follows:
Votes For Votes Against Abstentions 24,344,594 3,001,122 1,367,337
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Approval of the Employee Stock Purchase Plan Proposal
SCS shareholders approved by ordinary resolution the Employee Stock Purchase Plan (the "Employee Stock Purchase Plan Proposal"). The voting results with respect to the Employee Stock Purchase Plan Proposal were as follows:
Votes For Votes Against Abstentions 25,020,314 2,325,559 1,367,181
Approval of the Auditor Ratification Proposal
SCS shareholders approved by ordinary resolution the ratification of the
appointment by SCS's audit committee of
Votes For Votes Against Abstentions 27,332,938 11,431 1,368,685
Approval of the Adjournment Proposal
SCS shareholders approved by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the Extraordinary General Meeting (the "Adjournment Proposal"). The voting results with respect to the Adjournment Proposal were as follows:
Votes For Votes Against Abstentions 24,686,758 2,665,536 1,360,760
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1 attached hereto 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 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following is furnished as an exhibit to this report:
Exhibit No. Description 99.1 Press Release datedAugust 19, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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