B RILE Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The Business Combination Proposal. To approve the Agreement and Plan of
Merger, dated as of October 24, 2021 (as amended on December 29, 2021 and
March 10, 2022 , and as the same may be further amended and/or restated
from time to time, the "Merger Agreement"), by and among BRPM, BRPM Merger
Sub, Inc. , a Delaware corporation and a direct wholly owned subsidiary of
BRPM ("Merger Sub") and FaZe Clan Inc. , a Delaware corporation ("FaZe"),
and the transactions contemplated thereby, pursuant to which Merger Sub
will merge with and into FaZe (the "Merger"), with FaZe surviving the
Merger as a wholly owned subsidiary of BRPM, and the other transactions
contemplated thereby (the "Business Combination"). In connection with the
consummation of the Business Combination, BRPM will be renamed "FaZe
Holdings Inc. " and is referred to herein as "New FaZe" as of the time
following such change of name. The Business Combination Proposal was
approved. The final voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions Broker Non-Votes 14,338,044 652,596 1,220
0
2. The Binding Charter Proposals. To approve the amendment and restatement of
BRPM's amended and restated certificate of incorporation, dated as of
February 18, 2021 (the "Current Charter"), which, if approved, would take
effect upon the consummation of the Business Combination (the "Binding
Charter Proposals"), which were presented as two separate sub-proposals.
A. For the holders of BRPM's Class A common stock and Class B common stock,
voting together as a single class, to approve the adoption of the second
amended and restated certificate of incorporation of BRPM (the "Proposed
Charter"), which will replace the Current Charter. Binding Charter
Proposal A was approved. The final voting tabulation for this proposal was
as follows:
Votes For Votes Against Abstentions Broker Non-Votes
14,338,682 650,626 2,552 0
B. For the holders of BRPM's Class A common stock to approve an amendment to
the Current Charter to (i) increase the number of authorized shares of New
FaZe's capital stock, each with a par value of $0.0001 per share, from
111,000,000 shares consisting of 100,000,000 shares of Class A common
stock, 10,000,000 shares of Class B common stock, and 1,000,000 shares of
preferred stock, to 501,000,000 shares consisting of 500,000,000 shares of
New FaZe common stock and 1,000,000 shares of preferred stock and (ii) to
provide that the number of authorized shares of any class of common stock
or preferred stock may be increased or decreased (but not below the number
of shares thereof then outstanding) by the affirmative vote of the holders
of a majority of New FaZe's stock entitled to vote, irrespective of the
provisions of Section 242(b)(2) of the General Corporation Law of the
State of Delaware ("DGCL"). Binding Charter Proposal B was approved. The
final voting tabulation for this proposal was as follows:
1
Votes For Votes Against Abstentions Broker Non-Votes
10,019,017 656,369 3,974 0
3. The Advisory Charter Proposals. To approve, on a non-binding advisory
basis, the following material differences between the Proposed Charter and
the Current Charter, which were presented in accordance with the
requirements of the SEC as six separate sub-proposals:
A. If the Binding Charter Proposals are approved, the Proposed Charter will
remove the provisions for BRPM's current Class B common stock (which will
all convert into New FaZe's single class of common stock in connection
with the Business Combination). Under the Proposed Charter, New FaZe will
be authorized to issue 501,000,000 shares of capital stock, consisting of
(i) 500,000,000 shares of New FaZe common stock, par value $0.0001 per
share, and (ii) 1,000,000 shares of New FaZe preferred stock, par value
$0.0001 per share, as opposed to the Current Charter, which authorizes
BRPM to issue 111,000,000 shares of capital stock, consisting of (a)
110,000,000 shares of common stock, including 100,000,000 shares of Class
A common stock, par value $0.0001 per share, 10,000,000 shares of Class B
common stock, par value $0.0001 per share, and (b) 1,000,000 shares of
preferred stock, par value $0.0001 per share. Advisory Charter Proposal A
was approved. The final voting tabulation for this sub-proposal was as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
14,332,239 655,427 4,194 0
B. If the Binding Charter Proposals are approved, the Proposed Charter will
provide that the number of authorized shares of any class of common stock
or preferred stock may be increased or decreased (but not below the number
of shares thereof then outstanding) by the affirmative vote of the holders
of a majority of New FaZe's stock entitled to vote, irrespective of the
provisions of Section 242(b)(2) of the DGCL. Advisory Charter Proposal B
was approved. The final voting tabulation for this sub-proposal was as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
14,298,384 654,292 39,184 0
C. The Proposed Charter will eliminate the ability of stockholders to act by
written consent. Advisory Charter Proposal C was approved. The final
voting tabulation for this sub-proposal was as follows:
Votes For Votes Against Abstentions Broker Non-Votes
12,729,826 2,226,571 35,463 0
D. Under the Proposed Charter, the affirmative vote of the holders of at
least two-thirds (66 2/3%) of the voting power of all of the then
outstanding shares of voting stock of New FaZe will be required to amend,
alter, repeal or rescind Articles V(B) (Preferred Stock), VI (Directors),
VII (Stockholder Meetings), VIII (Director Liability), IX
(Indemnification), X (Forum Selection), and XI (Amendments) of the
Proposed Charter. Advisory Charter Proposal D was approved. The final
voting tabulation for this sub-proposal was as follows:
Votes For Votes Against Abstentions Broker Non-Votes
14,301,941 686,463 3,456 0
E. Under the Proposed Charter, the board of directors of New FaZe (the "New
FaZe Board") is expressly authorized to adopt, amend, alter, or repeal New
FaZe's amended and restated bylaws (the "Proposed Bylaws"). The Proposed
Bylaws can also be adopted, amended, altered or repealed by the
stockholders, provided that any stockholder amendment to the Proposed
Bylaws will require approval of at least two-thirds (66 2/3%) of the
voting power of all of the then outstanding shares of voting stock of New
FaZe. Advisory Charter Proposal E was approved. The final voting
tabulation for this sub-proposal was as follows:
2
Votes For Votes Against Abstentions Broker Non-Votes 14,264,268 723,119 4,473
0
F. The Proposed Charter will change the classification of the New FaZe Board
from two classes to three classes, with each class elected for staggered
term, as well as with each class consisting, as nearly as may be possible,
of one third of the total number of directors constituting the whole
board. Subject to the special rights of the holders of one or more
outstanding series of preferred stock to elect directors, (i), a director
may be removed from office at any time, with or without cause and only by
the affirmative vote of the holders of at least a majority of the voting
power of all of the then outstanding shares of voting stock of New FaZe
entitled to vote at an election of directors and (ii) a director may be
removed from office at any time only for cause and only by the affirmative
vote of the holders of a majority of the voting power of all of the then
outstanding shares of voting stock of New FaZe entitled to vote at an
election of directors. Advisory Charter Proposal F was approved. The final
voting tabulation for this sub-proposal was as follows:
Votes For Votes Against Abstentions Broker Non-Votes
12,771,190 2,147,685 72,985 0
4. The Stock Issuance Proposal. To approve, for the purposes of complying
with the applicable listing rules of the Nasdaq Capital Market ("Nasdaq"),
the issuance of (x) shares of New FaZe common stock pursuant to the terms
of the Merger Agreement and (y) shares of New FaZe common stock to certain
accredited investors, including affiliates of B. Riley Principal 150
Sponsor Co., LLC and an existing stockholder of FaZe (collectively, the
"PIPE Investors ") in connection with the purchase of an aggregate of
11,800,000 shares of BRPM Class A common stock pursuant to the
subscription agreements, each dated October 24, 2021 , between BRPM and the
PIPE Investors , plus any additional shares pursuant to subscription
agreements BRPM may enter into prior to Closing. The Stock Issuance
Proposal was approved. The final voting tabulation for this proposal was
as follows:
Votes For Votes Against Abstentions Broker Non-Votes
13,670,205 1,319,221 2,434 0
5. The Director Election Proposal. To elect ten directors to serve on the New
FaZe Board for staggered three year terms or until their respective
successors are duly elected and qualified. The Director Election Proposal
was approved. The final voting tabulation for this proposal was as
follows:
Director Nominee Votes For Votes Withheld
Calvin "Snoop Dogg" Cordozar Broadus Jr. (Class I) 14,340,840 651,020
Mickie Rosen (Class I) 14,244,198 747,662
Ross Levinsohn (Class I) 14,242,690 749,170
Angela Dalton (Class II) 14,338,962 652,898
Nick Lewin (Class II) 14,339,021 652,839
Paul Hamilton (Class II) 14,242,621 749,239
Lee Trink (Class III) 14,340,919 650,941
Bruce Gordon (Class III) 14,339,034 652,826
Daniel Shribman (Class III) 13,808,659 1,183,201
Andre Fernandez (Class III) 14,340,526 651,334
3
6. The Incentive Plan Proposal. To approve the New FaZe 2022 Omnibus
Incentive Plan, including the authorization of the initial share reserve
under the New FaZe 2022 Omnibus Incentive Plan. The Incentive Plan
Proposal was approved. The final voting tabulation for this proposal was
as follows:
Votes For Votes Against Abstentions Broker Non-Votes
13,396,297 1,523,763 71,800 0
7. The ESPP Proposal. To approve the New FaZe 2022 Employee Stock Purchase
Plan, including the authorization of the initial share reserve under the
New FaZe 2022 Employee Stock Purchase Plan. The ESPP Proposal was
approved. The final voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions Broker Non-Votes
14,334,509 655,243 2,108 0
Because each of the foregoing proposals were approved and because BRPM and FaZe did not anticipate requiring additional time to complete the Business Combination, the proposal to adjourn the Special Meeting to a later date or dates was not presented at the Special Meeting.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01.
© Edgar Online, source
