HEAE MERG Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the following proposals were submitted to and approved by the Company's stockholders:
1. Proposal No. 1 - The Business Combination Proposal - To consider and vote upon
a proposal to approve, assuming the Charter Proposals and the NASDAQ Proposal
are approved and adopted, the Agreement and Plan of Merger, dated as of July
29, 2020 (as it may be amended from time to time, the "Merger Agreement"), by
and among Specialists On Call, Inc. ("SOC Telemed"), the Company, Sabre Merger
Sub I, Inc. , a wholly owned subsidiary of the Company ("First Merger Sub"),
and Sabre Merger Sub II, LLC , a wholly owned subsidiary of the Company
("Second Merger Sub"), pursuant to which First Merger Sub will merge with and
into SOC Telemed (the "First Merger"), with SOC Telemed being the surviving
corporation of the First Merger (the "surviving corporation"), and immediately
following the First Merger, the surviving corporation will merge with and into
Second Merger Sub (the "Second Merger" and, collectively with the First Merger
and the other transactions contemplated by the Merger Agreement, the "Business
Combination"), with Second Merger Sub being the surviving company of the
Second Merger:
For Against Abstain21,088,777 2,370,854 91
The Business Combination Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.
The Charter Proposals - To consider and vote upon separate proposals to approve, assuming the Business Combination Proposal and the NASDAQ Proposal are approved and adopted, the following material differences between the Company's existing amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation that will be in effect upon the Closing:
2. Proposal No. 2 - Increase the total number of authorized shares of all classes
of capital stock from 111,000,000 shares to 505,000,000, which would consist
of (i) 500,000,000 shares of Class A common stock and (ii) 5,000,000 shares of
preferred stock:
For Against Abstain21,080,722 2,378,139 861
Proposal No. 2 was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of common stock.
3. Proposal No. 3 - Require the affirmative vote of either a majority of the
board of directors then in office or the holders of two-thirds of the voting
power of the outstanding shares of capital stock for the adoption, amendment,
alteration or repeal of the bylaws; provided that if two-thirds of the board
of directors then in office has approved such adoption, amendment, alteration
or repeal of any provisions of the bylaws, then only the affirmative vote of
the holders of at least a majority of the voting power of the outstanding
shares of capital stock will be required for the adoption, amendment,
alteration or repeal of any provision of the bylaws:
For Against Abstain
21,033,021 2,425,290 1,411
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Proposal No. 3 was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of common stock.
4. Proposal No. 4 - Require the affirmative vote of either a majority of the
board of directors or the holders of two-thirds of the voting power of the
outstanding shares of capital stock for the adoption, amendment, alteration or
repeal of certain provisions of the charter; provided that if two-thirds of
the board of directors has approved such adoption, amendment, alteration or
repeal, then only the affirmative vote of the holders of at least a majority
of the voting power of the outstanding shares of capital stock will be
required for the adoption, amendment, alteration or repeal of such provision:
For Against Abstain
21,032,824 2,425,487 1,411
Proposal No. 4 was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of common stock.
5. Proposal No. 5 - Provide that certain transactions would not be considered
"competitive opportunities" and that each of Warburg Pincus Private Equity XI,
L.P. , Warburg Pincus Private Equity XI-B, L.P. , Warburg Pincus XI Partners,
L.P. , WP XI Partners, L.P. , Warburg Pincus Private Equity XI-C, L.P. and WP XI
Finance, LP and their respective affiliates, directors, principals, officers,
employees and other representatives is not subject to the doctrine of
corporate opportunity and does not have any duty to refrain from engaging
directly or indirectly in an investment or corporate or business opportunity
or offering a prospective economic or competitive advantage in which the
company or any of its controlled affiliates, directly or indirectly, could
have an interest or expectancy unless, in each case, such opportunity is
expressly offered to such person solely in his or her capacity as a director
of the Company:
For Against Abstain
21,084,935 2,373,176 1,611
Proposal No. 5 was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of common stock.
6. Proposal No. 6 - Provide that, in addition to the indemnification provisions
in the existing charter, to the extent an indemnitee has rights to
indemnification, advancement of expenses and/or insurance provided by persons
or entities other than the Company, (i) the Company shall be the indemnitor of
first resort, (ii) the Company shall be required to advance the full amount of
expenses incurred by indemnitees and shall be liable for the full amount of
all claims to the extent legally permitted, and (iii) the Company irrevocably
waives, relinquishes and releases such persons from any and all claims against
them for contribution, subrogation or any other recovery of any kind in
respect thereof:
For Against Abstain
21,085,263 2,371,698 2,761
Proposal No. 6 was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of common stock.
7. Proposal No. 7 - Clarify that the exclusive jurisdiction of the Court of
Chancery of the State of Delaware shall not apply to suits brought to enforce
any duty or liability under the Securities Act of 1933, as amended (the
"Securities Act"), or the Securities Exchange Act of 1934, as amended, or any
other claim for which the federal courts have exclusive or concurrent
jurisdiction. To the fullest extent permitted by law, the federal district
courts of the United States of America shall be the sole and exclusive forum
for the resolution of claims arising under the Securities Act:
For Against Abstain
21,086,172 2,371,689 1,861
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Proposal No. 7 was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of common stock.
8. Proposal No. 8 - Authorize all other proposed changes, including, among
others, those (i) resulting from the Business Combination, including changing
the post-business combination corporate name from "Healthcare Merger Corp. " to
"SOC Telemed, Inc. " and removing certain provisions relating to the Company's
prior status as a blank check company and the Company Class B common stock
that will no longer apply upon the Closing, or (ii) that are administrative or
clarifying in nature, including the deletion of language without substantive
effect:
For Against Abstain
21,087,607 2,371,054 1,061
Proposal No. 8 was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of common stock.
9. Proposal No. 9 - The Director Election Proposal - To consider and vote upon to
elect, assuming the Business Combination Proposal, the Charter Proposals and
the Nasdaq Proposal are all approved and adopted, seven directors to the
Company's post-closing board of directors:
For Against Abstain
Bobbie Byrne 21,086,757 2,371,054 1,911
Thomas J. Carella 21,032,110 2,425,701 1,911
Joseph P. Greskoviak 21,086,012 2,371,799 1,911
John W. Kalix 21,085,912 2,371,899 1,911
Amr Kronfol 21,032,511 2,425,000 2,211
Anne M. McGeorge 21,086,757 2,371,054 1,911
Steven J. Shulman 20,468,681 2,989,130 1,911
All nominees for election to the board of directors of the Company following the consummation of the business combination were elected, each such nominee having received "for" votes from holders of at least a plurality of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.
10. Proposal No. 10 - The Incentive Plan Proposal - To approve and adopt,
assuming the Business Combination Proposal, the Charter Proposals and the
NASDAQ Proposal are approved and adopted, the Specialists on Call, Inc. 2020
Equity Incentive Plan and material terms thereunder (the "Incentive Plan
Proposal"):
For Against Abstain
19,629,010 3,828,151 2,561
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The Incentive Plan Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.
11. Proposal No. 11 - The Employee Stock Purchase Plan Proposal - To approve and
adopt, assuming the Business Combination Proposal, the Charter Proposals and
the NASDAQ Proposal are approved and adopted, the Specialists on Call, Inc.
2020 Employee Stock Purchase Plan and material terms thereunder (the
"Employee Stock Purchase Plan Proposal"):
For Against Abstain
20,029,236 3,428,925 1,561
The Employee Stock Purchase Plan Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.
12. Proposal No. 12 - The NASDAQ Proposal - To consider and vote upon a proposal
to approve, assuming the Business Combination Proposal and the Charter
Proposals are approved and adopted, for purposes of complying with applicable
provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of the
Company's issued and outstanding common stock in connection with the Business
Combination and the PIPE Investment (as defined in the proxy
statement/consent solicitation statement/prospectus), and the related change
in control:
For Against Abstain
21,085,839 2,371,292 2,591
The NASDAQ Proposal was approved, having received "for" votes from holders of at least 50.1% of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.
Item 7.01. Regulation FD Disclosure.
The Company and SOC Telemed expect the Business Combination and related
transactions to be consummated on
Important Information and Where to Find It
In connection with the Business Combination, the Company has filed a
registration statement on Form S-4 (the "Registration Statement") with the
Participants in the Solicitation
The Company and SOC Telemed and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Business Combination. Information about the directors and executive officers of the Company and SOC Telemed is set forth in the Registration Statement. Stockholders, potential investors and other interested persons should read the Registration Statement carefully before making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.
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No Offer or Solicitation
This Current Report on Form 8-K shall not constitute 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 offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "potential," "predict," "project,"
"forecast," "intend," "may," "should," "would," "will," "expect," "continue,"
"anticipate," "believe," "seek," "target" or other similar expressions that
predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not
limited to, statements regarding estimates and forecasts of other financial and
performance metrics and projections of market opportunity and market share.
These statements are based on various assumptions, whether or not identified in
this Current Report on Form 8-K, and on the current expectations of SOC
Telemed's and the Company's management and are not predictions of actual
performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any
investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of SOC Telemed and the Company. These
forward-looking statements are subject to a number of risks and uncertainties,
including changes in business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely consummate
the proposed business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination or that the approval of
the stockholders of the Company or SOC Telemed is not obtained; failure to
realize the anticipated benefits of the proposed business combination; risks
relating to the uncertainty of the projected financial information with respect
to SOC Telemed; risks related to SOC Telemed's business, adoption of its
software platform and other matters; the effects of competition on SOC Telemed's
future business; the amount of redemption requests made by the Company's public
stockholders; the ability of the Company or the combined company to issue equity
or equity-linked securities in connection with the proposed business combination
or in the future, and those factors discussed in the registration statement
under the heading "Risk Factors," and other documents of the Company filed, or
to be filed, with the
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