Item 5.07. Submissions of Matters to a Vote of Security Holders
As previously disclosed, on
On
As of
Each of the proposals described below was approved by the Company's shareholders.
PROPOSALS Proposal 1:
To consider and vote on a proposal to adopt and approve (a) the Agreement and
Plan of Merger, dated as of
FOR AGAINST ABSTAIN 5,225,591 587 200 Proposal 2:
To consider and vote on a proposal to adopt the proposed amended and restated certificate of incorporation of MCAD (the "Proposed Certificate of Incorporation") and referred to in the Proxy Statement as the "Charter Amendment Proposal".
FOR AGAINST ABSTAIN 5,225,591 587 200 Proposal 3:
To consider and vote, on a non-binding advisory basis, on seven separate governance proposals relating to the following material differences between the Current Charter and the Proposed Certificate of Incorporation and collectively referred to in the Proxy Statement as the "Governance Proposal":
(A) to amend the name of MCAD to "
Acquisition Corp. II" and remove certain provisions related to MCAD's status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination. FOR AGAINST ABSTAIN 5,175,591 50,587 200
(B) to increase the authorized shares of (i) Common Stock from 30,000,000 shares
to 200,000,000 shares and (ii) preferred stock from no shares to 10,000,000 shares. FOR AGAINST ABSTAIN 5,175,185 50,590 603 (C) require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to adopt, amend or repeal MCAD's bylaws. FOR AGAINST ABSTAIN 5,160,786 65,142 450 (D) require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office. FOR AGAINST ABSTAIN 5,175,338 50,590 450 (E) require the vote of a majority of the voting power of the outstanding shares of capital stock, to amend or repeal certain provisions of the Proposed Certificate of Incorporation. FOR AGAINST ABSTAIN 5,175,341 50,587 450 (F) require that special meetings of stockholders may only be called by the board of directors and not by stockholders, subject to any special rights of the holders of preferred stock. FOR AGAINST ABSTAIN 5,122,427 103,751 200
(G) remove the forum selection provision providing for concurrent jurisdiction in
theCourt of Chancery and the federal district court for the District ofDelaware for claims arising under the Securities Act of 1933 from the Proposed Certificate of Incorporation, such that Section 7 of the Combined Entity's Bylaws providing for designation of theU.S. federal district courts as the exclusive forum for claims arising under the Securities Act of 1933 will be applicable. FOR AGAINST ABSTAIN 5,175,341 50,587 450 Proposal 4:
To consider and vote on a proposal to approve, for purposes of complying with
Nasdaq Rules 5635(a) and (b), (i) the issuance of more than 20% of the issued
and outstanding MCAD common stock,
FOR AGAINST ABSTAIN 5,225,338 590 450 Proposal 5:
To consider and vote upon a proposal to elect, effective as of the consummation
of the Business Combination
Director Nominee FOR WITHHOLD David Perry 5,225,791 587 Kevin Appelbaum 5,225,788 590 Richard Carmona 5,225,788 590 Suying Liu 5,225,788 590 Andy Armanino 5,225,788 590 Geoffrey Parker 5,225,791 587 Risa Lavizzo-Mourey 5,225,788 590 Proposal 6:
To consider and vote on a proposal to approve the 2021 Stock Option and Incentive Plan (the "2021 Plan") in connection with the Business Combination and referred to in the Proxy Statement as the "2021 Plan Proposal".
FOR AGAINST ABSTAIN 5,225,688 690 0 Proposal 7:
To consider and vote on a proposal to approve the 2021 Employee Stock Purchase Plan (the "2021 ESPP"), in connection with the Business Combination and referred to in the Proxy Statement as the "2021 ESPP Proposal".
FOR AGAINST ABSTAIN 5,225,488 690 200 Item 8.01. Other Events
On
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description 99.1 Press Release, datedOctober 27, 2021 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)
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