Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
SoFi Technologies, Inc. 2021 Stock Option and Incentive Plan
On May 27, 2021, in connection with the Extraordinary General Meeting (the
"Extraordinary General Meeting") held on May 27, 2021, shareholders of Social
Capital Hedosophia Holdings Corp. V ("SCH" and, after the Business Combination
(as defined below), "SoFi Technologies") approved by ordinary resolution and
adopted the SoFi Technologies, Inc. 2021 Stock Option and Incentive Plan (the
"2021 Plan"), which makes available for issuance a number of shares equal to
approximately 8% of the total outstanding capital stock of SoFi Technologies (on
a fully diluted and as-converted basis), of which 3% of such amount is reserved
for grants to certain members of the senior management team, as of the closing
date of the Business Combination , plus the number of shares of SoFi
Technologies common stock, par value $0.0001 per share ("SoFi Technologies
Common Stock"), that are automatically added on the first day of each fiscal
year beginning with SoFi's Technologies 2022 fiscal year, in an amount equal to
the lesser of (A) a number equal to the excess (if any) of (1) 5% of the
aggregate number of shares of SoFi Technologies Common Stock outstanding on the
final day of the immediately preceding calendar year over (2) the number of
shares of SoFi Technologies Common Stock then reserved for issuance under the
2021 Plan as of such date and (B) such smaller number of shares of SoFi
Technologies Common Stock as is determined by the SoFi board of directors. A
summary of the 2021 Plan is included in SCH's definitive proxy statement (the
"Definitive Proxy") for the Extraordinary General Meeting filed with the
Securities and Exchange Commission (the "SEC") on May 7, 2021 and is
incorporated by reference, which summary is qualified in all respects by the
full text of the 2021 Plan, included as Annex I to the Definitive Proxy.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Extraordinary General Meeting, 55,998,083 holders of SCH's ordinary
shares, which represented 55.65% of the ordinary shares outstanding and entitled
to vote as of the record date of April 29, 2021, 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 January 7, 2021, as amended on March 16, 2021 (as it
may be further amended, the "Merger Agreement"), by and among SCH, Plutus Merger
Sub Inc. ("Merger Sub") and Social Finance, Inc. ("SoFi"), a copy of which is
attached to the Definitive Proxy as Annex A and SCH's Current Report on Form 8-K
filed with the SEC on March 16, 2021 (the "BCA Proposal"). The Merger Agreement
provides for, among other things, the merger of Merger Sub with and into SoFi
(the "Merger"), with SoFi surviving the Merger as a wholly owned subsidiary of
SCH, 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
55,810,395 79,584 108,104 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 Merger, 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
55,719,955 97,050 181,078 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. V (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 "SoFi Technologies, Inc." 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 3,000,000,000 shares of SoFi
Technologies common stock, par value $0.0001 per share ("SoFi Technologies
common stock), 100,000,000 shares of SoFi Technologies non-voting common stock
and 100,000,000 shares of SoFi Technologies preferred stock, par value $0.0001
per share (the "SoFi Technologies preferred stock") and 100,000,000 shares of
SoFi Technologies redeemable preferred stock, par value $0.0001 per share
("Organizational Documents Proposal A"). The voting results with respect to
Organizational Documents Proposal A were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
54,990,082 459,002 548,999 N/A
Approval of Organizational Documents Proposal B
The shareholders approved that the board of directors of SoFi Technologies be
authorized to issue any or all shares of SoFi Technologies preferred stock in
one or more series, with such terms and conditions as may be expressly
determined by the board of directors of SoFi Technologies 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
53,604,492 1,929,486 464,105 N/A
Approval of Organizational Documents Proposal C
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. V" to
"SoFi Technologies, Inc." in connection with the Business Combination, (ii)
making SoFi Technologies' corporate existence perpetual, (iii) adopting Delaware
as the exclusive forum for certain stockholder litigation and the United States
Federal District Courts as the exclusive forum for litigation arising out of the
Securities Act of 1933, as amended, (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
C"). The voting results with respect to Organizational Documents Proposal C were
as follows:
Votes For Votes Against Abstentions Broker Non-Votes
53,646,289 2,027,123 324,671 N/A
Approval of the Director Election Proposal
The shareholders approved by ordinary resolution, the election of Anthony Noto,
Clay Wilkes, Tom Hutton, Steven Freiberg, Ahmed Al-Hammadi, Michael Bingle,
Michel Combes, Richard Costolo, Clara Liang, Carlos Medeiros, Harvey Schwartz
and Magdalena Ye?il, who, upon consummation of the Business Combination, will be
the directors of SoFi Technologies (the "Director Election Proposal").
The voting results with respect to the election of Anthony Noto were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,125,000 0 0 N/A
The voting results with respect to the election of Clay Wilkes were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,125,000 0 0 N/A
The voting results with respect to the election of Tom Hutton were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,125,000 0 0 N/A
The voting results with respect to the election of Steven Freiberg were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,125,000 0 0 N/A
The voting results with respect to the election of Ahmed Al-Hammadi were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,125,000 0 0 N/A
The voting results with respect to the election of Michael Bingle were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,125,000 0 0 N/A
The voting results with respect to the election of Michel Combes were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,125,000 0 0 N/A
The voting results with respect to the election of Richard Costolo were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,125,000 0 0 N/A
The voting results with respect to the election of Clara Liang were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,125,000 0 0 N/A
The voting results with respect to the election of Carlos Medeiros were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,125,000 0 0 N/A
The voting results with respect to the election of Harvey Schwartz were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,125,000 0 0 N/A
The voting results with respect to the election of Magdalena Ye?il were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
20,125,000 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 SoFi Technologies
common stock 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 SoFi Stockholders (as
defined in the Definitive Proxy ) 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
55,245,338 379,714 373,031 N/A
Approval of the 2021 Stock Option and Incentive Plan Proposal
The shareholders approved by ordinary resolution, the 2021 Plan (the "2021 Stock
Option and Incentive Plan Proposal"). The voting results with respect to the
2021 Stock Option and Incentive Plan Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
51,146,662 4,188,021 663,400 N/A
Approval of the Repurchase Proposal
The shareholders approved by ordinary resolution, SoFi Technologies' entry into
a share repurchase agreement with SoftBank Group Capital Limited ("SoftBank")
and the repurchase contemplated thereby by SoFi Technologies of $150 million of
shares of SoFi Technologies common stock owned by certain investors affiliated
with SoftBank at a price per share equal to $10.00 immediately following the
closing of the Business Combination (the "Repurchase Proposal"). The voting
results with respect to the Repurchase Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
54,911,231 602,769 484,083 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
55,357,358 236,907 403,818 N/A
Though not guaranteed, SCH expects to close the Business Combination on May 28,
2021, subject to the satisfaction of customary closing conditions, and for the
SoFi Technologies common stock and warrants to begin publicly trading on The
Nasdaq Global Select Market under the new symbols "SOFI" and "SOFIW",
respectively, on June 1, 2021.
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