Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Clover Health Investments, Corp. 2020 Equity Incentive Plan
On January 6, 2021, in connection with the Extraordinary General Meeting (the
"Extraordinary General Meeting") held on January 6, 2021, shareholders of Social
Capital Hedosophia Holdings Corp. III ("SCH" and, after the Domestication (as
defined below) and the Mergers (as defined below), "Clover Health") approved by
ordinary resolution and adopted the Clover Health Investments, Corp. 2020 Equity
Incentive Plan (the "2020 Plan"), which makes available for issuance a number of
shares equal to 5.5% of the total outstanding capital stock of Clover Health (on
a fully diluted and as converted basis and inclusive of the shares reserved
under the 2020 Plan, the MIP (as defined below) and the ESPP (as defined below))
as of the closing date of the Business Combination (as defined below) (the
"Closing Date"), plus the number of shares of Clover Health Class A common
stock, par value $0.0001 per share ("Clover Health Class A common stock"), that
are automatically added on the first day of each fiscal year beginning with
Clover Health's 2022 fiscal year, in an amount equal to the lesser of (i) seven
percent (7%) of the total number of shares of Clover Health Class A common stock
outstanding on the last day of the immediately preceding fiscal year and
(ii) such number of shares of Clover Health Class A common stock as determined
by Clover Health's board of directors; provided that for each fiscal year
beginning with Clover Health's 2025 fiscal year through the fiscal year that
includes the expiration date of the 2020 Plan, each such increase shall not
exceed five percent (5%) of the total number of shares of Clover Health Class A
common stock outstanding on the last day of the immediately preceding fiscal
year. A summary of the 2020 Plan is included in SCH's definitive Proxy Statement
(the "Definitive Proxy") for the Extraordinary General Meeting filed with the
Securities and Exchange Commission on December 14, 2020 and is incorporated by
reference, which summary is qualified in all respects by the full text of the
2020 Plan, included as Annex F to the Definitive Proxy.
Clover Health Investments, Corp. 2020 Management Incentive Plan
On January 6, 2021, in connection with the Extraordinary General Meeting,
shareholders of SCH approved by ordinary resolution and adopted the Clover
Health Investments, Corp. 2020 Management Incentive Plan (the "MIP"), which
makes available for issuance a number of shares equal to 6.0% of the total
outstanding common stock of Clover Health as of the Closing Date on a fully
diluted and as converted basis and inclusive of the shares reserved (the "MIP
Share Reserve") under the MIP, the 2020 Plan and the ESPP. The shares may be
authorized, but unissued, or reacquired Clover Health Class B common stock, par
value $0.0001 per share ("Clover Health Class B common stock"). Under the MIP,
Clover Health will grant on the Closing Date equity awards for two-thirds of the
MIP Share Reserve to Vivek Garipalli, Clover Health's Chief Executive Officer,
and for the balance of the MIP Share Reserve to Andrew Toy, Clover Health's
President and Chief Technology Officer. A summary of the MIP, including the
proposed grants of equity awards to Messrs. Garipalli and Toy, is included in
the Definitive Proxy and is incorporated by reference, which summary is
qualified in all respects by the full text of the MIP, included as Annex G to
the Definitive Proxy.
Clover Health Investments, Corp. 2020 Employee Stock Purchase Plan
On January 6, 2021, in connection with the Extraordinary General Meeting,
shareholders of SCH approved by ordinary resolution and adopted the Clover
Health Investments, Corp. 2020 Employee Stock Purchase Plan (the "ESPP"), which
makes available for issuance a number of shares equal to 0.5% of the total
outstanding capital stock of Clover Health (on a fully diluted and as converted
basis and inclusive of the shares reserved under the ESPP, 2020 Plan and the
MIP) as of the Closing Date, plus the number of shares of Clover Health Class A
common stock that are automatically added on the first day of each fiscal year
beginning with Clover Health's 2022 fiscal year and ending on (and including)
the first day of Clover Health's 2030 fiscal year in an amount equal to the
lesser of (i) one percent (1%) of the total number of shares of Clover Health
Class A common stock outstanding on the last day of the calendar month prior to
the date of such automatic increase, and (ii) such number of shares of Clover
Health Class A common stock as determined by the administrator of the ESPP
(either Clover Health's board of directors or a committee thereof); provided
that the maximum number of shares of Clover Health Class A common stock reserved
under the ESPP shall not exceed ten percent (10%) of the total outstanding
capital stock of Clover Health (inclusive of the shares reserved under the ESPP)
as of the Closing Date on an as-converted basis. A summary of the ESPP is
included in the Definitive Proxy and is incorporated by reference, which summary
is qualified in all respects by the full text of the ESPP, included as Annex H
to the Definitive Proxy.
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Item 5.07 Submission of Matters to a Vote of Security Holders
At the Extraordinary General Meeting, 67,292,577 holders of SCH's ordinary
shares, which represented 65.02% of the ordinary shares outstanding and entitled
to vote as of the record date of November 17, 2020, were represented in person
or by proxy. The final voting results for each matter submitted to a vote of the
SCH shareholders at the Extraordinary General Meeting are set forth below:
Approval of the BCA Proposal
The shareholders approved by ordinary resolution and adopted the Agreement and
Plan of Merger, dated as of October 5, 2020 (as amended, the "Merger
Agreement"), by and among SCH, Asclepius Merger Sub Inc. ("Merger Sub") and
Clover Health Investments, Corp. ("Clover"), as amended by that certain
Amendment to the Agreement and Plan of Merger, dated as of December 8, 2020, a
copy of which is attached to the Definitive Proxy as Annex A (the "BCA
Proposal"). The Merger Agreement provides for, among other things, the merger of
Merger Sub with and into Clover (the "First Merger"), with Clover surviving the
First Merger as a wholly owned subsidiary of SCH, and the merger of Clover with
and into SCH (the "Second Merger" and, together with the First Merger, the
"Mergers"), with SCH surviving the Second Merger, in accordance with the terms
and subject to the conditions of the Merger Agreement. The voting results with
respect to the BCA Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
66,967,379 48,440 276,758 N/A
Approval of the Domestication Proposal
The shareholders approved by special resolution the change of SCH's jurisdiction
of incorporation by deregistering as an exempted company in the Cayman Islands
and continuing and domesticating as a corporation incorporated under the laws of
the State of Delaware (the "Domestication" and, together with the Mergers, the
"Business Combination") (the "Domestication Proposal"). The voting results with
respect to the Domestication Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
66,964,579 43,404 284,594 N/A
Organizational Documents Proposals
The shareholders approved by special resolution the following material
differences between SCH's Amended and Restated Memorandum and Articles of
Association (the "Cayman Constitutional Documents") and the proposed new
certificate of incorporation ("Proposed Certificate of Incorporation") and the
proposed new bylaws ("Proposed Bylaws") of Social Capital Hedosophia Holdings
Corp. III (a corporation incorporated in the State of Delaware, and the filing
with and acceptance by the Secretary of State of Delaware of the certificate of
domestication in accordance with Section 388 of the Delaware General Corporation
Law (the "DGCL")), which will be renamed "Clover Health Investments, Corp." in
connection with the Business Combination:
Approval of Organizational Documents Proposal A
The shareholders approved the change in the authorized capital stock of SCH from
500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000
Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preferred
shares, par value $0.0001 per share, to 2,500,000,000 shares of Clover Health
Class A common stock, 500,000,000 shares of Clover Health Class B common stock
and 25,000,000 shares of preferred stock, par value $0.0001 per share, of Clover
Health (the "Clover Health preferred stock") ("Organizational Documents Proposal
A"). The voting results with respect to Organizational Documents Proposal A were
as follows:
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Votes For Votes Against Abstentions Broker Non-Votes
66,858,505 104,202 329,870 N/A
Approval of Organizational Documents Proposal B
The shareholders approved that the board of directors of SCH be authorized to
issue any or all shares of Clover Health preferred stock in one or more series,
with such terms and conditions as may be expressly determined by the board of
directors of SCH and as may be permitted by the DGCL ("Organizational Documents
Proposal B"). The voting results with respect to Organizational Documents
Proposal B were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
58,556,267 8,388,517 347,793 N/A
Approval of Organizational Documents Proposal C
The shareholders approved that holders of shares of Clover Health Class A common
stock will be entitled to cast one vote per share of Clover Health Class A
common stock and holders of shares of Clover Health Class B common stock will be
entitled to cast 10 votes per share of Clover Health Class B common stock on
each matter properly submitted to Clover Health stockholders entitled to vote
("Organizational Documents Proposal C"). The voting results with respect to
Organizational Documents Proposal C were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
58,349,736 8,618,763 324,078 N/A
Approval of Organizational Documents Proposal D
The shareholders approved that Clover Health's board of directors be divided
into three classes with only one class of directors being elected in each year
and each class serving a three-year term ("Organizational Documents Proposal
D"). The voting results with respect to Organizational Documents Proposal D were
as follows:
Votes For Votes Against Abstentions Broker Non-Votes
58,427,096 8,549,467 316,014 N/A
Approval of Organizational Documents Proposal E
The shareholders approved all other changes in connection with the replacement
of Cayman Constitutional Documents with the Proposed Certificate of
Incorporation and Proposed Bylaws as part of the Domestication, including
(i) changing the corporate name from "Social Capital Hedosophia Holdings Corp.
III" to "Clover Health Investments, Corp." in connection with the Business
Combination, (ii) making Clover Health's corporate existence perpetual,
(iii) adopting Delaware as the exclusive forum for certain stockholder
litigation, (iv) being subject to the provisions of Section 203 of the DGCL and
(v) removing certain provisions related to SCH's status as a blank check company
that will no longer be applicable upon consummation of the Business Combination
("Organizational Documents Proposal E"). The voting results with respect to
Organizational Documents Proposal E were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
58,671,269 8,304,906 316,402 N/A
Approval of the Director Election Proposal
The shareholders approved by ordinary resolution, the election of Vivek
Garipalli, Andrew Toy, Chelsea Clinton, Lee A. Shapiro and Nathaniel S. Turner,
who, upon consummation of the Business Combination, will be the directors of
Clover Health (the "Director Election Proposal").
The voting results with respect to the election of Vivek Garipalli were as
follows:
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Votes For Votes Against Abstentions Broker Non-Votes
20,700,000 0 0 N/A
The voting results with respect to the election of Andrew Toy were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,700,000 0 0 N/A
The voting results with respect to the election of Chelsea Clinton were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,700,000 0 0 N/A
The voting results with respect to the election of Lee A. Shapiro were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,700,000 0 0 N/A
The voting results with respect to the election of Nathaniel S. Turner were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,700,000 0 0 N/A
Approval of the Stock Issuance Proposal
The shareholders approved by ordinary resolution, for the purposes of complying
with the applicable provisions of Section 312.03 of the New York Stock
Exchange's Listed Company Manual, the issuance of shares of Clover Health
Class A common stock or Clover Health Class B common stock, as applicable, to
(a) the PIPE Investors, including the Sponsor Related PIPE Investors, pursuant
to the PIPE Investment (as each capitalized term in clause (a) is defined in the
Definitive Proxy), and (b) the Clover stockholders pursuant to the Merger
Agreement, in each case as further described in the Definitive Proxy
(collectively, the "Stock Issuance Proposal"). The voting results with respect
to the Stock Issuance Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
66,881,949 76,669 333,959 N/A
Approval of the Equity Incentive Plan Proposal
The shareholders approved by ordinary resolution, the 2020 Plan (the "Equity
Incentive Plan Proposal"). The voting results with respect to the Equity
Incentive Plan Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
58,171,568 8,589,276 531,733 N/A
Approval of the Management Incentive Plan Proposal
The shareholders approved by ordinary resolution, the MIP (the "Management
Incentive Plan Proposal"). The voting results with respect to the Management
Incentive Plan Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
66,220,584 535,701 536,292 N/A
Approval of the ESPP Proposal
The shareholders approved by ordinary resolution, the ESPP (the "ESPP
Proposal"). The voting results with respect to the ESPP Proposal were as
follows:
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Votes For Votes Against Abstentions Broker Non-Votes
58,855,425 8,104,073 333,079 N/A
Approval of the Adjournment Proposal
The shareholders approved 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 are insufficient votes for 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 Broker Non-Votes
66,630,606 339,132 322,839 N/A
Though not guaranteed, SCH expects to close the Business Combination on
January 7, 2021, subject to the satisfaction of customary closing conditions,
and for the Clover Health Class A common stock and warrants to begin publicly
trading on The Nasdaq Global Select Market under the new symbols "CLOV" and
"CLOVW", respectively, on January 8, 2021.
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