Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed, on
As of the close of business on
Set forth below are the proposals, and the action taken by the Company's stockholders with respect to each proposal at the Special Meeting.
Proposal No. 1: Approval of the Merger Proposal
The Company's stockholders approved the proposal to adopt the Merger Agreement. Approval of the Merger Agreement required the affirmative vote of the holders of a majority of the shares of CarLotz Common Stock outstanding at the close of business on the record date. The voting results for this proposal were as follows:
Votes For Votes Against Abstentions 66,701,027 7,086,312 193,712
Proposal No. 2: Approval of the Adjournment Proposal
The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to adopt the Merger Agreement, was approved, but the adjournment of the Special Meeting was not necessary as the Company's stockholders approved the adoption of the Merger Agreement.
Votes For Votes Against Abstentions 65,545,961 8,141,009 294,081
Important Additional Information
In connection with the pending Merger, Shift has filed a registration statement
on Form S-4 with the
The documents filed by Shift with the
Participants in the Solicitation
Shift,
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deemed participants in the solicitation of proxies in connection with the
pending Merger, including a description of their direct or indirect interests,
by security holdings or otherwise, is set forth in the joint proxy
statement/prospectus filed with the
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding, among
other things, the plans, strategies and prospects, both business and financial,
of the Company. These statements are based on the beliefs and assumptions of our
management team. Although we believe our plans, intentions and expectations
reflected in or suggested by these forward-looking statements are reasonable, we
cannot assure you that we will achieve or realize these plans, intentions or
expectations. Forward-looking statements are inherently subject to risks,
uncertainties and assumptions. Generally, statements that are not historical
facts, including statements concerning possible or assumed future actions,
business strategies, events or results of operations, are forward-looking
statements. These statements may be preceded by, followed by or include the
words "believes," "estimates," "expects," "projects," "forecasts," "may,"
"will," "should," "seeks," "plans," "scheduled," "anticipates," "intends" or
similar expressions. These forward-looking statements are subject to a number of
risks and uncertainties, including our ability to satisfy the conditions to
closing and complete the proposed Merger, pursuant to the Merger Agreement; the
timing of the Merger and the occurrence of any event, change, or other
circumstances that could delay or prevent completion of the proposed Merger or
give rise to the termination of the Merger Agreement; the impact of the Merger
on the business and future financial and operating results of the Company and
Shift; our ability to manage our business through and following the COVID-19
pandemic and the related semi-conductor chip and labor shortages, including to
achieve the anticipated benefits from the announced closure of certain hub
locations; our ability to achieve revenue growth and profitability in the
future; our ability to innovate and expand our technological capabilities; our
ability to effectively optimize our reconditioning operations; our ability to
grow existing vehicle sourcing accounts and key vehicle channels; our ability to
add new corporate vehicle sourcing accounts and increase consumer sourcing; our
ability to have sufficient and suitable inventory for resale; our ability to
increase our service offerings and price optimization; our ability to
effectively promote our brand and increase brand awareness; our ability to
expand our product offerings and introduce additional products and services; our
ability to improve future operating and financial results; our ability to obtain
financing in the future; our ability to acquire and protect intellectual
property; our ability to attract, train and retain key personnel, including
sales and customer service personnel; our ability to acquire and integrate other
companies and technologies; our ability to remediate material weaknesses in
internal control over financial reporting; our ability to comply with laws and
regulations applicable to our business; our ability to successfully defend
litigation; and our ability to successfully deploy the proceeds from the merger
pursuant to that certain Agreement and Plan of Merger, dated as of
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