VICS VANT Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07 of this Current Report on Form 8-K, on
At the Meeting, the Company's shareholders approved, among other items, the
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed in the Current Report on Form 8-K filed on
On
On
On
Summarized below are the results of the matters submitted to a vote at the Meeting. All ten (10) proposals were approved by the Company's shareholders.
Matter For Against Abstain
· Proposal 1 - The Business Combination 8,202,588 1,781,233 214,454
Proposal - To approve by ordinary
resolution, the transactions
contemplated by the Merger Agreement,
as amended
· Proposal 2 - The Domestication Proposal 8,202,588 1,781,233 214,454
- To approve by special resolution the
change of the domicile of Vickers
pursuant to a transfer by way of
continuation of an exempted company out
of the Cayman Islands and a
domestication into the State of
Delaware as a corporation, and the
de-registration of Vickers in the
Cayman Islands (the "Domestication")
and the approval of the certificate of
incorporation of Vickers (the "Proposed
Charter") and the proposed bylaws of
Vickers (the "Proposed Bylaws") under
Delaware law, in each case, prior to
the time the Business Combination
becomes effective (the "Effective
Time").
· Proposal 3 - The Charter Approval 8,202,588 1,781,233 214,454
Proposal - To approve by special
resolution, in connection with the
Domestication, the replacement of the
Vickers's amended and restated
memorandum and articles of association,
as in effect as of the date of the
Proxy Statement/Prospectus, with the
proposed certificate of incorporation
of Vickers, to be effective immediately
following the completion of the
Domestication and prior to the
Effective Time.
· Proposal 4 - The Bylaws Approval 8,202,588 1,781,233 214,454
Proposal - To approve by ordinary
resolution, in connection with the
Business Combination, the bylaws of
Vickers, to be effective immediately
following the completion of the
Domestication and prior to the
Effective Time.
· Proposal 5 - The Advisory Governance
Proposals - To approve by ordinary
resolution, on a non-binding advisory
basis, the following governance
provisions contained in the Proposed
Charter, which were presented in
accordance with the requirements of the
SEC as seven separate sub-proposals:
· Advisory Proposal A - to increase the 7,816,271 2,167,550 214,454
total number of authorized shares of
all classes of capital stock to
785,000,000 shares, consisting of
740,000,000 authorized shares of common
stock and 45,000,000 authorized shares
of preferred stock;
· Advisory Proposal B - to provide that 8,202,588 1,781,233 214,454
subject to the rights of any holders of
preferred stock to elect directors, the
number of directors that shall
constitute the board of directors of
Scilex after the Effective Time (the
"New Scilex Board") shall be as
determined from time to time
exclusively by the New Scilex Board,
except that until such time as the
Sorrento Trigger Event (as defined
below) occurs, the stockholders of
Scilex after the Effective Time ("New
Scilex") shall be permitted to fix the
number of directors;
Matter For Against Abstain
· Advisory Proposal C - to require the 7,816,271 2,167,550 214,454
removal of any director be only for
cause and by the affirmative vote of at
least 66 2/3% of the voting power of
all then-outstanding shares of stock of
New Scilex entitled to vote thereon,
voting together as a single class, from
and after the time Sorrento and its
affiliates, subsidiaries, successors
and assigns (other than New Scilex and
its subsidiaries) first cease to
beneficially own more than 50% in
voting power of the then-outstanding
shares of stock of New Scilex entitled
to vote generally in the election of
directors (the "Sorrento Trigger
Event") (and prior to such event, by
the affirmative vote of the holders of
a majority in voting power of the
then-outstanding shares of stock of New
Scilex entitled to vote generally in
the election of such directors);
· Advisory Proposal D - to provide that 7,816,271 2,167,550 214,454
from and after the Sorrento Trigger
Event, the alteration, amendment or
repeal of certain provisions of the
Proposed Charter will require the
affirmative vote of the holders of at
least 66 2/3% of the voting power of
the then-outstanding shares of stock
entitled to vote thereon, voting
together as a single class;
· Advisory Proposal E - to provide that 7,816,271 2,167,550 214,454
from and after the Sorrento Trigger
Event, the alteration, amendment or
repeal of the Proposed Bylaws will
require the affirmative vote of the
holders of at least 66 2/3% of the
voting power of the then-outstanding
shares of stock entitled to vote
thereon, voting together as a single
class;
· Advisory Proposal F - to provide that 7,816,271 2,167,550 214,454
from and after the Sorrento Trigger
Event, stockholders will not be
permitted to act by written consent in
lieu of holding a meeting of
stockholders; and
· Advisory Proposal G - to change the 8,202,588 1,781,233 214,454
post-Business Combination corporate
name from "Vickers Vantage Corp. I" to
"Scilex Holding Company," to make the
post-Business Combination company's
corporate existence perpetual and to
eliminate provisions specific to its
status as a blank check company.
Matter For Against Abstain
· Proposal 6 - The Director Election 8,202,588 1,781,233 214,454
Proposal - To approve by ordinary
resolution, effective as of the
consummation of the Business
Combination, the appointment of Jaisim
Shah, Henry Ji, Ph.D., Dorman
Followwill, Laura J. Hamill, Tien-Li
Lee, M.D., David Lemus, and Tommy
Thompson, to serve as directors on the
New Scilex Board until the expiration
of their respective terms and until
their respective successors are duly
elected and qualified.
· Proposal 7 - The Stock Plan Proposal - 8,202,088 1,781,733 214,454
To approve by ordinary resolution the
Equity Incentive Plan, to be effective
upon the consummation of the Business
Combination.
· Proposal 8 - The ESPP Proposal - To 8,202,588 1,781,233 214,454
approve by ordinary resolution the
ESPP, to be effective upon consummation
of the Business Combination.
· Proposal 9 - The Nasdaq Proposal - To 8,202,588 1,781,233 214,454
approve by ordinary resolution, for
purposes of complying with the
applicable listing rules of The Nasdaq
Stock Market LLC ("Nasdaq"), the
issuance of more than 20% of the issued
and outstanding Vickers Ordinary Shares
and the resulting change in control in
connection with the Business
Combination.
· Proposal 10 - The Adjournment Proposal 8,202,587 1,781,234 214,454
- To approve by ordinary resolution the
adjournment of the Meeting by the
chairman thereof to a later date, if
necessary, under certain circumstances,
including for the purpose of soliciting
additional proxies in favor of the
Business Combination Proposal, the
Domestication Proposal, the Charter
Approval Proposal, the Bylaws Approval
Proposal, the Advisory Governance
Proposals, the Director Election
Proposal, the Stock Plan Proposal, the
ESPP Proposal and the Nasdaq Proposal,
in the event Vickers does not receive
the requisite shareholder vote to
approve the foregoing proposals.
Item 8.01 Other Events
Based on the results of the Meeting, and subject to the satisfaction or waiver
of certain other closing conditions as described in the Proxy
Statement/Prospectus, the anticipated closing date of the Business Combination
is
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File, formatted in Inline Extensible Business
Reporting Language (iXBRL).
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