Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal 1 - The Business Combination Proposal. The shareholders approved and adopted the Business Combination Agreement and the transactions contemplated thereby, including (i) the Merger, (ii) the Bosch Acquisition and (iii) the Share-for-Share Exchange. The voting results for this proposal were as follows:
For Against Abstain 11,333,350 339,453 417,051
Proposal 2 - The Merger Proposal. The shareholders approved the Plan of Merger (as defined in the Business Combination Agreement), a copy of which was attached to the Proxy Statement, and authorized the Merger as the first step in the proposed business combination. The voting results for this proposal were as follows:
For Against Abstain 11,333,350 339,453 417,051
Proposal 3 - The Director Proposal. The shareholders approved the removal of
For Withhold Joseph Brancato 11,316,985 772,869 Bazmi Husain 11,313,949 775,905 Kurt Lauk, PhD, (Chairman) 11,316,985 772,869 Salina Love 11,316,985 772,869 Thomas Speidel 11,316,985 772,869
Proposal 4 - The Charter Proposal. The shareholders approved the following material differences between the amended and restated memorandum and articles of association of EUSG ("EUSG's M&A") and the memorandum and articles of association of Parent ("Parent's M&A"), a copy of which was attached to the Proxy Statement, to be effective upon the consummation of Transactions by votes specified below:
(i) the name of the new public entity will be "
For Against Abstain 11,317,485 355,317 417,052 1
(ii) Parent's corporate existence is perpetual as opposed to EUSG's corporate existence terminating if a business combination is not consummated by EUSG within a specified period of time;
For Against Abstain 11,314,449 358,353 417,052
(iii) Parent's M&A provides for only one class of voting ordinary shares and one class of preference shares, as opposed to EUSG's two classes of ordinary shares and one class of preference shares;
For Against Abstain 10,879,843 358,353 851,658
(iv) Parent's M&A provides that the federal district courts of
For Against Abstain 11,314,349 358,453 417,052
(v) Parent's M&A does not include the various provisions applicable only to special purpose acquisition corporations that EUSG's M&A contains.
For Against Abstain 11,314,449 358,353 417,052
Proposal 5 - The PIPE Proposal. The shareholders approved, for purposes of
complying with the applicable listing rules of Nasdaq, a series of subscription
agreements with certain investors for the sale of an aggregate of 15.6 million
Class A ordinary shares of EUSG at a price of
For Against Abstain 11,314,450 358,353 417,051
Proposal 6 - The Incentive Plan Proposal. The shareholders approved
For Against Abstain 9,623,526 2,017,937 448,391
Proposal 7 - The Adjournment Proposal. The shareholders approved the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to EUSG shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient EUSG ordinary shares represented (either virtually or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (ii) in order to solicit additional proxies from EUSG shareholders in favor of one or more of the proposals at the extraordinary general meeting. The voting results for this proposal were as follows:
For Against Abstain 11,314,450 358,353 417,051 Item 8.01. Other Events.
Approximately 66.12% of EUSG's ordinary shares were tendered for redemption in connection with the approval of the business combination under the Business Combination Agreement.
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