Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07 of this Current Report on Form 8-K, on
At the Special Meeting, the Company's shareholders approved, among other items,
the
Item 5.07.Submission of Matters to a Vote of Security Holders.
On
1. Proposal 1. Approval of the agreement and plan of merger (the "Business
Combination Agreement") by and among, the Company,
wholly owned subsidiary of the Company,
owned subsidiary of the Company, and Boxed.
For Against Abstain 24,344,355 252,669 119,800
2. Proposal 2. Approval of the Proposed Charter and the Proposed Bylaws of the
Company. For Against Abstain 24,344,651 252,573 119,600
3. Proposal 3. Approval, on a non-binding advisory basis, of the following
material differences between the Proposed Organizational Documents and the Company's Amended and Restated Certificate of Incorporation and Bylaws, datedDecember 17, 2020 (the "Current Organizational Documents").
3A. Advisory Proposal A. Approval of the change in the number of authorized
shares of common stock from 380,000 shares of Seven Oaks Class A common stock to 600,000,000 shares of New Boxed common stock and the number of authorized shares of preferred stock from 1,000,000 shares of Seven Oaks preferred stock to 60,000,000 shares of New Boxed preferred stock. For Against Abstain 23,281,054 814,831 620,939
3B. Advisory Proposal B. Approval of all other changes in connection with the
replacement of the Current Organizational Documents with the proposed organizational documents in connection with the consummation of the Business Combination. For Against Abstain 23,484,770 614,256 617,798
4. Proposal 4. Approval of the issuance of new shares of New Boxed common stock
pursuant to the terms of the Business Combination Agreement, shares of Seven
Oaks Class A common stock in connection with the PIPE subscription agreements,
and shares of Seven Oaks Class A common stock in connection with the
convertible note subscription agreements.
For Against Abstain 24,318,400 278,324 120,100
5. Proposal 5. Approval of the
For Against Abstain 24,019,047 574,517 123,260
6. Proposal 6. Approval of the
For Against Abstain 24,329,726 263,798 123,300
7. Proposal 7. Approval of the adjournment of the Special Meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies if
Proposals 1 through 6 above would not be duly approved or adopted or one or
more closing conditions under the Business Combination Agreement is not
satisfied or waived. For Against Abstain 24,336,329 256,085 124,410
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Seven Oaks Acquisition Corp.
Date:
Name :Andrew Pearson Title: Chief Financial Officer
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