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
Extraordinary General Meeting of Shareholders
On
As of
The Domestication Proposal - To approve a resolution to change the corporate
structure and domicile of Thunder Bridge II by way of continuation from an
exempted company incorporated under the laws of the
FOR AGAINST ABSTENTIONS 24,347,162 2,511,882 25,827
The Merger Proposal - To approve a resolution to approve the MTA and the transactions contemplated by the MTA, including the issuance of the merger consideration thereunder.
FOR AGAINST ABSTENTIONS 24,346,817 2,509,627 28,427 1
The Equity Incentive Plan Proposal - To approve the 2021 Equity Incentive Plan to be effective after the closing of the Business Combination.
FOR AGAINST ABSTENTIONS 24,217,319 2,604,168 63,384
The Equity Incentive Plan Proposal - To approve a resolution to elect nine directors to serve staggered terms on Surviving Pubco's board of directors until the 2022, 2023 and 2024 annual meeting of stockholders of Surviving Pubco, respectively, and until their respective successors are duly elected and qualified.
NOMINEE FOR WITHHELD
2022 Meeting
2023 Meeting
William Woodward 8,625,000 0 Karl-Thomas Neumann 8,625,000 0 Diane Brink 8,625,000 0 2024 Meeting Donald McClymont 8,625,000 0 Peter Kight 8,625,000 0 David Aldrich 8,625,000 0
The Nasdaq Proposal - To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 15,000,000 Class A ordinary shares in a private placement in connection with the completion of the Business Combination.
FOR AGAINST ABSTENTIONS 23,645,083 3,093,057 146,731
The Advisory Charter Proposals - To approve and adopt, on a non-binding advisory basis, certain differences between Thunder Bridge II's current Memorandum and Articles of Association and the proposed charter of Surviving Pubco, which were presented as nine separate sub-proposals.
Advisory Charter Proposal A. To provide that the total number of shares of all
classes of capital stock which Surviving Pubco will have authority to issue is
300,000,000 shares, consisting of (i) 250,000,000 shares of Class A common
stock, par value
FOR AGAINST ABSTENTIONS 20,398,346 6,355,495 131,030
Advisory Charter Proposal B. To provide that special meetings of stockholders of Surviving Pubco may be called only (i) by the chairman of the board of directors, (ii) by the chief executive officer, or (iii) by the secretary acting at the request of a majority of the total number of directors that Surviving Pubco would have if there were no vacancies.
FOR AGAINST ABSTENTIONS 20,332,485 6,451,719 100,667
Advisory Charter Proposal C. To provide that any action of the stockholders of Surviving Pubco may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
FOR AGAINST ABSTENTIONS 21,233,350 5,476,383 175,138 2
Advisory Charter Proposal D. To provide that Surviving Pubco's board of directors will be divided into three classes designated as Class I, Class II and Class III.
FOR AGAINST ABSTENTIONS 20,029,744 6,700,791 154,336
Advisory Charter Proposal E. To provide that directors may be elected by the stockholders only at an annual meeting of stockholders by a plurality of the votes cast.
FOR AGAINST ABSTENTIONS 20,422,946 6,384,998 76,927
Advisory Charter Proposal F. To provide that any director may be removed from office at any time, but only for cause, by the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding voting capital stock of Surviving Pubco, voting together as a single class.
FOR AGAINST ABSTENTIONS 20,877,412 5,952,020 55,439
Advisory Charter Proposal G. To provide that the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding voting capital stock of Surviving Pubco, voting together as a single class, will be required to amend or repeal, or adopt any provision inconsistent with, provisions relating to calling special meetings of stockholders and stockholder action by written consent. Except as provided in the foregoing, the affirmative vote of the holders of at least a majority in voting power of the outstanding voting capital stock of Surviving Pubco, voting together as a single class, will be required to amend, alter, change or repeal, or adopt any provision inconsistent with, certain provisions of the Certificate of Incorporation, including provisions relating to limiting liability of and indemnifying directors, amending the Certificate of Incorporation and the forum for certain actions involving Surviving Pubco.
FOR AGAINST ABSTENTIONS 20,362,683 6,461,929 60,259
Advisory Charter Proposal H. To provide that the
FOR AGAINST ABSTENTIONS 23,158,078 3,674,823 51,970
Advisory Charter Proposal I. To provide that Surviving Pubco will not be subject to provisions Section 203 of the Delaware General Corporation Law, which generally prohibits "interested stockholders" (stockholders holding 15% or more of the outstanding stock) from engaging in business combinations with Surviving Pubco for a period of time unless certain conditions are met.
FOR AGAINST ABSTENTIONS 23,837,462 2,931,644 115,765
The Shareholder Adjournment Proposal - To approve a resolution to adjourn the Shareholders Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Thunder Bridge II that more time is necessary or appropriate to approve one or more proposals at the Shareholders Meeting.
FOR AGAINST ABSTENTIONS 23,987,061 2,844,916 52,894 3
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