Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 8, 2021, Spartan Acquisition Corp. II, a Delaware corporation (the
"Company"), convened a special meeting of stockholders (the "Special Meeting").
At the Special Meeting, the Company's stockholders voted on the proposals set
forth below, each of which is described in greater detail in the definitive
proxy statement/prospectus (File No. 333-254589) filed by the Company with the
Securities and Exchange Commission on June 21, 2021, as supplemented.
There were 43,125,500 shares of common stock issued and outstanding on June 1,
2021, the record date (the "Record Date") for the Special Meeting. At the
Special Meeting, there were 32,408,370 shares present either by proxy or online,
representing approximately 75% of the total outstanding shares of the Company's
common stock as of the Record Date, which constituted a quorum.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - The Business Combination Proposal
The Business Combination Agreement and Plan of Reorganization, dated as of
January 23, 2021 (the "Business Combination Agreement"), among the Company, SL
Invest I Inc., a Delaware corporation and wholly owned subsidiary of the
Company, SL Invest II LLC, a Delaware limited liability company and wholly owned
subsidiary of the Company, SL Financial Investor I LLC, a Delaware limited
liability company and wholly owned subsidiary of the Company, SL Financial
Investor II LLC, a Delaware limited liability company and wholly owned
subsidiary of the Company, SL Financial Holdings Inc., a Delaware corporation
and wholly owned subsidiary of Spartan ("Spartan Sub"), SL Financial LLC, a
Delaware limited liability company and wholly owned subsidiary of Spartan Sub,
Sunlight Financial LLC, a Delaware limited liability company ("Sunlight"),
FTV-Sunlight, Inc., a Delaware corporation and Tiger Co-Invest B Sunlight
Blocker, LLC, a Delaware limited liability company, pursuant to which a business
combination between the Company and Sunlight will be effected (the "Business
Combination"), was approved and adopted, and all transactions contemplated by
the Business Combination were approved. The voting results were as follows:
Votes For Votes Against Abstentions
31,376,323 994,750 37,297
Proposal No. 2 - The Charter Proposals
Proposal No. 2A - The Authorized Share Charter Sub-Proposal
The amendment to the Company's Amended and Restated Certificate of Incorporation
(the "Charter") to (a) increase the number of authorized shares of the Company's
capital stock, par value $0.0001 per share, from (i) 271,000,000 shares,
consisting of 270,000,000 shares of common stock, par value $0.0001 per share
("Common Stock"), including 250,000,000 shares of Class A common stock, par
value $0.0001 per share ("Class A Common Stock"), and 20,000,000 shares of
Class B common stock, par value $0.0001 per share ("Class B Common Stock") and
1,000,000 shares of preferred stock, par value $0.0001 per share ("Preferred
Stock") to (ii) an aggregate of 540,000,000 shares, consisting
of 505,000,000 shares of Common Stock, including 420,000,000 shares of Class A
Common Stock, 20,000,000 shares of Class B Common Stock and 65,000,000 shares of
Class C common stock, par value $0.0001 per share, of Sunlight Financial
Holdings Inc. ("Sunlight Financial Holdings" and such common stock, "Class C
Common Stock"), which will be a new class of non-economic common stock issued at
the closing of the Business Combination (the "Closing"), and 35,000,000 shares
of Preferred Stock; and (b) specify the rights of the Class C Common Stock in
order to provide for the Company's "Up-C" structure was approved. The voting
results were as follows:
Votes For Votes Against Abstentions
31,328,224 1,031,515 48,631
1
Proposal No. 2B - The Additional Charter Sub-Proposal
The amendment to the Charter to make certain changes that the board of directors
of the Company (the "Board") deems appropriate for a public operating company,
including changing the post-combination company's name to "Sunlight Financial
Holdings Inc.," removing the provision that the Company elects to not be subject
to Section 203 of the Delaware General Corporation Law, eliminating the right of
stockholders to act by written consent and certain other changes was approved.
The voting results were as follows:
Votes For Votes Against Abstentions
31,360,301 1,002,148 45,921
Proposal No. 2C - The Bylaw Amendment Charter Sub-Proposal
The amendment to the Charter to require the affirmative vote of the holders of
at least 66⅔% of the voting power of all then-outstanding shares of
Sunlight Financial Holdings' capital stock entitled to vote generally in the
election of directors, voting together as a single class, for the stockholders
of Sunlight Financial Holdings to adopt, amend or repeal any provision of
Sunlight Financial Holdings' bylaws was approved. The voting results were as
follows:
Votes For Votes Against Abstentions
31,347,253 1,018,536 42,581
Proposal No. 2D - The Charter Amendment Charter Sub-Proposal
The amendment to the Charter to require, except as otherwise provided in the
proposed second amended and restated charter of the Company (the "Proposed
Second A&R Charter"), including, for example, to increase or decrease the number
of authorized shares of Class A Common Stock, Class B Common Stock, Class C
Common Stock or Preferred Stock, the affirmative vote of the holders of at least
66⅔% of the voting power of all then-outstanding shares of Sunlight
Financial Holdings' capital stock entitled to vote generally in the election of
directors, voting together as a single class, to amend or repeal any provision
of the of the Proposed Second A&R Charter was approved. The voting results were
as follows:
Votes For Votes Against Abstentions
31,319,983 1,042,254 46,133
Proposal No. 3 - The NYSE Proposal
The proposal to approve, for purposes of complying with applicable listing rules
of the New York Stock Exchange, the issuance of up to (a) an aggregate of
138,000,000 shares of Class A Common Stock, including, without limitation,
(i) in connection with the Business Combination, (ii) to the investors in the
private offering of Class A Common Stock to certain investors, which shall occur
immediately prior to or substantially concurrently with, and is contingent upon,
the consummation of the transactions contemplated by the Business Combination
Agreement, and (iii) as a result of the redemption of any of the common units
representing limited liability company interests in Sunlight (the "Sunlight
Class EX Units") as designated in the Fifth Amended and Restated Limited
Liability Company Agreement which will be entered into by and among Sunlight,
Sunlight Financial Holdings, Spartan Sub and certain members named therein
concurrently with the Closing (the "Sunlight A&R LLC Agreement") and a
corresponding number of shares of Class C Common Stock pursuant to the Sunlight
A&R LLC Agreement (including any such Sunlight Class EX Units and shares of
Class C Common Stock issuable upon the exercise of any of the outstanding
warrants to purchase outstanding units representing limited liability company
interests in Sunlight (the "Sunlight Warrants") after the Closing, which will be
immediately redeemed for shares of Class A Common Stock upon such exercise,
unless the exercising holder elects otherwise); and (b) an aggregate of
65,000,000 shares of Class C Common Stock in connection with the Business
Combination was approved. The voting results were as follows:
Votes For Votes Against Abstentions
30,676,436 1,691,856 40,078
2
Proposal No. 4 - The 2021 Plan Proposal
The Sunlight Financial Holdings 2021 Equity Incentive Plan and the material
terms thereunder were approved and adopted. The voting results were as follows:
Votes For Votes Against Abstentions
23,860,389 8,500,821 47,160
Proposal No. 5 - The ESPP Proposal
The Sunlight Financial Holdings 2021 Employee Stock Purchase Plan and the
material terms thereunder were approved and adopted. The voting results were as
follows:
Votes For Votes Against Abstentions
32,266,403 97,466 44,501
Proposal No. 6 - The Director Election Proposal
The Company's stockholders elected, effective immediately after the Closing,
Jeanette Gorgas, Joshua Siegel and Kenneth Shea to serve as Class I directors
until the Company's 2022 annual meeting of stockholders, Brad Bernstein, Emil W.
Henry, Jr. and Jennifer D. Nordquist to serve as Class II directors until the
Company's 2023 annual meeting of stockholders and Toan Huynh, Matthew Potere and
Philip Ryan to serve as Class III directors until the Company's 2024 annual
meeting of stockholders, or until such directors' respective successors have
been duly elected and qualified, or until such directors' earlier death,
resignation, retirement, or removal. The voting results were as follows:
Nominee Votes For Withheld
Matthew Potere 32,294,300 114,070
Brad Bernstein 32,294,204 114,166
Jeanette Gorgas 32,294,405 113,965
Emil W. Henry, Jr. 32,293,696 114,674
Toan Huynh 32,293,771 114,599
Jennifer D. Nordquist 32,293,935 114,435
Philip Ryan 32,293,669 114,701
Kenneth Shea 32,293,497 114,873
Joshua Siegel 32,294,255 114,115
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
other proposals was approved. The voting results were as follows:
Votes For Votes Against Abstentions
31,035,335 1,330,497 42,538
Item 8.01. Other Events.
Stockholders holding 19,227,063 shares of Class A Common Stock exercised their
right to redeem such shares for a pro rata portion of the funds in the Company's
trust account (the "Trust Account"). As a result, $192,297,042.41 (or
approximately $10.00 per share) will be removed from the Trust Account to pay
such holders.
On July 8, 2021, the Company issued a press release announcing the results of
the Special Meeting. A copy of the press release is filed as Exhibit 99.1
hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
99.1 Press Release dated July 8, 2021.
3
© Edgar Online, source Glimpses
SPAN ACQU 
