Item 5.07. Submission of Matters to a Vote of Security Holders.
On
There were 39,264,704 shares of common stock issued and outstanding on
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - The Business Combination Proposal
The Business Combination Agreement and Plan of Reorganization, dated as of
Votes For Votes Against Abstentions 22,767,895 31,201 68,241
Proposal No. 2 - The Authorized Share Charter Proposal
The amendment to the Company's Amended and Restated Certificate of Incorporation
(the "Charter") to increase the number of authorized shares of the Company's
capital stock, par value
Votes For Votes Against Abstentions 21,883,241 593,793 390,303
Proposal No. 3 - The Director Removal Charter Proposal
The amendment to the Charter to provide that any director or the entire board of directors of the Company (the "Board") may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of the Company's capital stock entitled to vote thereon, voting together as a single class, was approved. The voting results were as follows:
Votes For Votes Against Abstentions 21,803,014 756,743 307,580 1
Proposal No. 4 - The Charter Amendment Charter Proposal
The amendment to the Charter to require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of the Company's capital stock entitled to vote thereon, voting together as a single class, to amend, alter, change or repeal, or adopt any provision inconsistent with, any of Parts A and B of Article FOURTH, Articles FIFTH, SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH and TWELFTH of the Company's proposed second amended and restated certificate of incorporation was approved. The voting results were as follows:
Votes For Votes Against Abstentions 21,811,515 706,116 349,706
Proposal No. 5 - The Bylaw Amendment Charter Proposal
The amendment to the Charter to require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of the Company's capital stock entitled to vote thereon, voting together as a single class, to adopt, amend or repeal any provision of the Company's bylaws was approved. The voting results were as follows:
Votes For Votes Against Abstentions 21,799,747 708,718 358,872
Proposal No. 6 - The Additional Charter Proposal
The amendment to the Charter to make certain changes that the Board deems
appropriate for a public operating company, including (a) eliminating provisions
in the Charter relating to the Company's initial business combination that will
no longer be applicable to the Company following the closing of the Business
Combination, including provisions relating to (i) the Class B Common Stock, (ii)
redemption rights with respect to Class A Common Stock, (iii) the trust account,
(iv) share issuances prior to the consummation of the initial business
combination, (v) transactions with affiliates and other blank check companies,
(vi) approval of the initial business combination and (vii) the minimum value of
the target in the initial business combination, (b) to change the
post-combination company's name to "
Votes For Votes Against Abstentions 21,945,676 502,889 418,772
Proposal No. 7 - The NYSE Proposal
The proposal to approve, for purposes of complying with applicable listing rules
of the
Votes For Votes Against Abstentions 22,617,164 28,911 221,262 2
Proposal No. 8 - The 2021 Plan Proposal
Votes For Votes Against Abstentions 21,186,286 1,249,759 431,292
Proposal No. 9 - The ESPP Proposal
Votes For Votes Against Abstentions 21,227,905 1,236,207 403,225
Proposal No. 10 - The Director Election Proposal
The Company's stockholders elected, effective immediately after the effective
time of the merger,
Nominee Votes For Withheld Roxanne Bowman 22,588,620 278,717Axel Harries 22,583,464 283,873 Neil Suslak 22,583,301 284,036 Jeffrey Harris 22,586,351 280,986 Mark Leschly 22,578,261 289,076 G. Richard Wagoner, Jr. 22,578,117 289,220 Bruce Chizen 22,570,937 296,400 Michael Linse 22,525,722 341,615 Pasquale Romano 22,583,128 284,209
Proposal No. 11 - The Adjournment Proposal
The adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the other proposals was approved. The voting results were as follows:
Votes For Votes Against Abstentions 22,341,212 144,439 381,686 Item 8.01. Other Events.
Stockholders holding 33,009 shares of Class A Common Stock exercised their right
to redeem such shares for a pro rata portion of the funds in the Company's trust
account (the "Trust Account"). As a result, approximately
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 99.1 Press Release datedFebruary 25, 2021 . 3
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