Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 15, 2021, Decarbonization Plus Acquisition Corporation, a Delaware corporation (the "Company"), convened a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders voted on the proposals set forth below, each of which is described in greater detail in the Definitive Proxy Statement on Schedule 14A (File No. 001-39632) filed by the Company with the U.S. Securities and Exchange Commission on June 21, 2021.

There were 28,215,627 shares of common stock issued and outstanding at the close of business on June 1, 2021, the record date (the "Record Date") for the Special Meeting. At the Special Meeting, there were 17,921,054 shares present either by proxy or online, representing approximately 63.48% of the total outstanding shares of the Company's common stock as of the Record Date.

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 February 8, 2021 (the "Business Combination Agreement"), by and among the Company, DCRB Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Hyzon Motors Inc., a Delaware corporation ("Hyzon"), was approved and adopted, and the merger and all other transactions contemplated by the Business Combination Agreement were approved. The voting results were as follows:





Votes For    Votes Against   Abstentions
16,991,639         908,097        12,318

Proposal No. 2 - The Authorized Share Charter Proposal

The amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to (a) increase to the number of authorized shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), from 250,000,000 shares to 400,000,000 shares and (b) increase the number of authorized shares of the Company's preferred stock, par value $0.0001 per share, from 1,000,000 shares to 10,000,000 shares was approved. The voting results were as follows:





Votes For    Votes Against   Abstentions
16,590,438       1,152,019       169,597

Proposal No. 3 - The Additional Charter Proposal

The amendment to the Charter to eliminate 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, change the post-combination company's name to "Hyzon Motors Inc." and make certain other changes that the board of directors of the Company deems appropriate for a public operating company was approved. The voting results were as follows:





Votes For    Votes Against   Abstentions
16,939,921         921,510        50,623

Proposal No. 4 - The Nasdaq Proposal

The proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Capital Market, (a) the issuance (or reservation for issuance in respect of certain options, restricted stock units, and warrants issued in exchange for outstanding pre-merger options, restricted stock units, and warrants of Hyzon) of 202,285,035 shares of Class A Common Stock, (b) the issuance and sale of 35,500,000 shares of Class A Common Stock in the private offering of securities to certain investors and (c) the issuance of up to 5,025,108 shares of Class A Common Stock to the holders of convertible notes of Hyzon in connection with the business combination was approved. The voting results were as follows:





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Votes For    Votes Against   Abstentions
16,827,048       1,022,668        62,338

Proposal No. 5 - The 2021 Plan Proposal

The Hyzon Motors Inc. 2021 Equity Incentive Plan and the material terms thereunder were approved and adopted. The voting results were as follows:





Votes For    Votes Against   Abstentions
16,527,025       1,307,980        77,049

Proposal No. 6 - The Director Election Proposal

The Company's stockholders elected Dennis Edwards, Mark Gordon and Elaine Wong to serve as Class I directors until the 2022 annual meeting of stockholders, Ivy Brown, Viktor Meng and KD Park to serve as Class II directors until the 2023 annual meeting of stockholders and Erik Anderson, George Gu and Craig Knight to serve as Class III directors until the 2024 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors' earlier death, resignation, retirement, disqualification or removal. The voting results were as follows:





Nominee           Votes For       Withheld
Dennis Edwards     16,935,040       977,014
Mark Gordon        16,934,829       977,225
Elaine Wong        16,930,981       981,073
Ivy Brown          16,932,446       979,608
Viktor Meng        16,930,040       982,014
KD Park            16,933,909       978,145
Erik Anderson      16,932,292       979,762
George Gu          16,930,937       981,117
Craig Knight       16,934,124       977,930

Proposal No. 7 - 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 approval of the other proposals was approved. The voting results were as follows:





Votes For    Votes Against   Abstentions
16,863,569         978,086        70,399


Item 8.01. Other Events.

Stockholders holding 2,089,323 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 $20,894,145.34 (or approximately $10.00 per share) will be removed from the Trust Account to pay such holders.

On July 15, 2021, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.       Exhibit

99.1                Press Release dated July 15, 2021.

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).




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