Item 5.07 Submission of Matters to a Vote of Security Holders
On
At the close of business on
The stockholders approved the Business Combination Proposal, each Organizational Documents Proposal, Stock Issuance Proposal, Equity Incentive Plan Proposal, The Director Election Proposal, ESPP Proposal and Adjournment Proposal (each as defined in the Proxy Statement).
The voting results for each proposal were as follows:
1. The Business Combination Proposal
Broker Class For Against Abstain Non-Vote Class A Stock 34,763,123 1,000,680 8,218 0 Class B Stock 12,075,000 0 0 N/A Total 46,838,123 1,000,680 8,218 0
2. Organizational Documents Proposal A
Broker Class For Against Abstain Non-Vote Class A Stock 33,899,216 1,857,314 15,491 0 Class B Stock 12,075,000 0 0 N/A Total 45,974,216 1,857,314 15,491 0
3. Organizational Documents Proposal B
Broker Class For Against Abstain Non-Vote Class A Stock 34,488,514 1,274,189 9,318 0 Class B Stock 12,075,000 0 0 N/A Total 46,563,514 1,274,189 9,318 0
4. Organizational Documents Proposal C
Broker Class For Against Abstain Non-Vote Class A Stock 28,186,368 7,575,551 10,102 0 Class B Stock 12,075,000 0 0 N/A Total 40,261,368 7,575,551 10,102 0
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5. Organizational Documents Proposal D
Broker Class For Against Abstain Non-Vote Class A Stock 34,491,693 1,270,770 9,558 0 Class B Stock 12,075,000 0 0 N/A Total 46,566,693 1,270,770 9,558 0
6. Director Election Proposal
Broker Director Class A For Class B For Total For Withheld Non-Vote Marcelo Claure 34,479,049 12,075,000 46,554,049 1,292,972 0 Michel Combes 33,921,475 12,075,000 45,996,475 1,850,546 0 Bruce Dunlevie 34,471,991 12,075,000 46,546,991 1,300,030 0 Sandeep Mathrani 34,079,643 12,075,000 46,154,643 1,692,378 0 Deven Parekh 34,465,975 12,075,000 46,540,975 1,306,046 0 Vivek Ranadivé 34,475,243 12,075,000 46,550,243 1,296,778 0 Kirthiga Reddy 34,467,685 12,075,000 46,542,685 1,304,336 0 Jeff Sine 34,478,232 12,075,000 46,553,232 1,293,789 0 Véronique Laury 34,439,585 12,075,000 46,514,585 1,332,436 0
7. The Stock Issuance Proposal
Broker Class For Against Abstain Non-Vote Class A Stock 34,463,762 1,284,392 23,867 0 Class B Stock 12,075,000 0 0 N/A Total 46,538,762 1,284,392 23,867 0
8. The Equity Incentive Plan Proposal
Broker Class For Against Abstain Non-Vote Class A Stock 23,141,248 12,606,349 24,424 0 Class B Stock 12,075,000 0 0 N/A Total 35,216,248 12,606,349 24,424 0
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9. The ESPP Proposal Broker Class For Against Abstain Non-Vote Class A Stock 34,483,883 1,272,214 15,924 0 Class B Stock 12,075,000 0 0 N/A Total 46,558,883 1,272,214 15,924 0 10. The Adjournment Proposal Broker Class For Against Abstain Non-Vote Class A Stock 34,249,601 1,507,398 15,022 0 Class B Stock 12,075,000 0 0 N/A Total 46,324,601 1,507,398 15,022 0
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy Statement,
the transactions (the "Transactions") contemplated by the Business Combination
Agreement are expected to be consummated on
Item 7.01 Regulation FD Disclosure
On
The information contained in this Current Report on Form 8-K pursuant to this Item 7.01, including the exhibit attached hereto, is intended to be 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 the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events
Upon closing of the Transactions,
Forward-Looking Statements
Certain statements made in this communication are "forward looking statements"
within the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. Such "forward-looking statements" with
respect to the proposed transaction between
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expectations regarding the combined company's position to serve the
multi-trillion office space market and enable the future of work. These
forward-looking statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "pipeline," "may," "should," "will," "would," "will be,"
"will continue," "will likely result," and similar expressions. Forward-looking
statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this
communication, including but not limited to: (i) the risk that the transaction
may not be completed in a timely manner or at all, which may adversely affect
the price of BowX's securities, (ii) the risk that the transaction may not be
completed by BowX's business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought by BowX,
(iii) the failure to satisfy the conditions to the consummation of the
transaction, including receipt of certain governmental and regulatory approvals,
(iv) the lack of a third party valuation in determining whether or not to pursue
the proposed transaction, (v) the inability to complete the PIPE investment,
(vi) the occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement, (vii) the effect of the
announcement or pendency of the transaction on
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description 99.1 Press Release, datedOctober 19, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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