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 stockholders approved, among other items,
the New Senti 2022 Equity Incentive Plan (the "Incentive Plan") and the New
Senti 2022 Employee Stock Purchase Plan (the "ESPP"). A description of the
material terms of each of the Incentive Plan and ESPP is included in the
Company's Definitive Proxy Statement on Schedule 14A filed with the
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal 1: Adoption of the Business Combination Proposal
DYNS' stockholders, by ordinary resolution, (i) adopted and approved the
Business Combination Agreement, dated as of
FOR AGAINST ABSTAIN BROKER NON-VOTE 23,617,750 3,359,816 0
0
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Proposal 2: Adoption of the Charter Amendment Proposal
DYNS' stockholders approved by ordinary resolution (including of each class entitled to vote thereon) that the amended and restated certificate of incorporation and bylaws of DYNS be amended and restated by the proposed second amended and restated certificate of incorporation (the "Proposed Charter," a copy of which is attached to the Proxy Statement as Annex B), and amended bylaws (a copy of which is attached to the Proxy Statement as Annex B), for New Senti. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
Combined Common FOR AGAINST ABSTAIN BROKER NON-VOTE 23,317,363 3,359,816 300,127 0 Class A Common FOR AGAINST ABSTAIN BROKER NON-VOTE 17,567,623 3,359,816 300,127 0 Class B Common FOR AGAINST ABSTAIN BROKER NON-VOTE 5,750,000 0 0 0
Proposal 3A: Adoption of the Advisory Charter Amendment Proposal A
DYNS' stockholders approved by non-binding, advisory resolution the provisions
in the Proposed Charter changing the corporate name of DYNS to "
FOR AGAINST ABSTAIN BROKER NON-VOTE 22,817,750 3,359,816 800,000 0
Proposal 3B: Adoption of the Advisory Charter Amendment Proposal B
DYNS' stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter authorizing an increase in the authorized shares of common stock of New Senti to 500,000,000 shares. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 21,849,560 3,382,356 1,745,650 0
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Proposal 3C: Adoption of the Advisory Charter Amendment Proposal C
DYNS' stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter authorizing an increase in the authorized shares of preferred stock that New Senti's board of directors could issue to 10,000,000 shares. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 18,068,449 8,108,940 800,177 0
Proposal 3D: Adoption of the Advisory Charter Amendment Proposal D
DYNS' stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter dividing the board of directors into three classes following the Business Combination, with the directors serving staggered terms, and providing that the directors may only be removed for cause and by affirmative vote of 75% of New Senti's then-outstanding shares of capital stock entitled to vote generally in the election of directors. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 18,074,032 8,103,407 800,127 0
Proposal 3E: Adoption of the Advisory Charter Amendment Proposal E
DYNS' stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter providing that certain amendments to the Proposed Charter must have the approval of at least 75% of New Senti's then-outstanding shares of capital stock entitled to vote on such amendment and of each class entitled to vote thereon as a class. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 18,074,009 8,103,430 800,127 0
Proposal 3F: Adoption of the Advisory Charter Amendment Proposal F
DYNS' stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter making the corporate existence of New Senti perpetual and removing certain provisions related to DYNS' status as a special purpose acquisition company that will no longer be applicable to DYNS upon consummation of the Business Combination. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 22,817,600 3,359,966 800,000 0
Proposal 3G: Adoption of the Advisory Charter Amendment Proposal G
DYNS' stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter removing the ability of stockholders to act by written consent in lieu of a meeting. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 21,012,652 5,154,914 810,000 0
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Proposal 4: Adoption of the Nasdaq Proposal
DYNS' stockholders approved by ordinary resolution, for purposes of complying
with applicable listing rules of
FOR AGAINST ABSTAIN BROKER NON-VOTE 23,314,750 3,362,816 300,000 0
Proposal 5: Adoption of the Director Election Proposal
The holders of shares of DYNS' Class B common stock approved by plurality vote
that
Timothy Lu FOR AGAINST ABSTAIN BROKER NON-VOTE 5,750,000 0 0 0 Edward Mathers FOR AGAINST ABSTAIN BROKER NON-VOTE 5,750,000 0 0 0 Omid Farokhzad FOR AGAINST ABSTAIN BROKER NON-VOTE 5,750,000 0 0 0 David Epstein FOR AGAINST ABSTAIN BROKER NON-VOTE 5,750,000 0 0 0 Susan Berland FOR AGAINST ABSTAIN BROKER NON-VOTE 5,750,000 0 0 0 James Collins FOR AGAINST ABSTAIN BROKER NON-VOTE 5,750,000 0 0 0
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Brenda Cooperstone FOR AGAINST ABSTAIN BROKER NON-VOTE 5,750,000 0 0 0
Proposal 6: Adoption of the Incentive Plan Proposal
DYNS' stockholders adopted and approved by ordinary resolution the Incentive Plan in the form attached to the Proxy Statement as Annex C. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 20,266,501 6,408,992 302,073 0
Proposal 7: Adoption of the ESPP Proposal
DYNS' stockholders adopted and approved by ordinary resolution the ESPP in the form attached to the Proxy Statement as Annex D. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 20,367,084 6,308,459 302,023 0
Item 8.01. Other Events.
In connection with the stockholder vote at the Special Meeting, DYNS' public stockholders had the right to elect to redeem all or a portion of their shares of Class A common stock for a per share price calculated in accordance with DYNS' organizational documents. DYNS' public stockholders holding 14,549,537 shares of Class A common stock validly elected to redeem their public shares. DYNS' public stockholders who elected to redeem their public shares may revoke their elections at any time prior to the closing of the Business Combination.
The Closing is expected to occur on or about
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