JACK CREE Item 5.07 Submission of Matters to a Vote of Security Holders.
At the extraordinary general meeting (the "Meeting") of
At the Meeting, the following proposals (each of which is described in more
detail in the definitive merger proxy statement/prospectus filed by the Company
with the
1. Proposal No. 1 - The Business Combination Proposal - a proposal to
approve, by ordinary resolution, (a) the proposed business combination
described in the Proxy Statement/Prospectus (the "Business Combination")
between JCIC and Bridger Aerospace Group Holdings, LLC , a Delaware
limited liability company ("Bridger"), (b) the adoption of the Agreement
and Plan of Merger dated as of August 3, 2022 (the "Merger Agreement") by
and among JCIC, Wildfire New PubCo, Inc. , a Delaware corporation and
direct, wholly owned subsidiary of JCIC ("New Bridger"), Wildfire Merger
Sub I, Inc. , a Delaware corporation and direct, wholly owned subsidiary
of New Bridger ("Wildfire Merger Sub I"), Wildfire Merger Sub II, Inc. , a
Delaware corporation and direct, wholly owned subsidiary of New Bridger
("Wildfire Merger Sub II"), Wildfire Merger Sub III, LLC , a Delaware
limited liability company and direct, wholly owned subsidiary of New
Bridger ("Wildfire Merger Sub III"), Wildfire GP Sub IV, LLC , a Delaware
limited liability company and direct, wholly owned subsidiary of New
Bridger ("Wildfire GP Sub IV"), BTOF (Grannus Feeder) - NQ L.P. , a
Delaware limited partnership ("Blocker"), and Bridger, and the
transactions contemplated by the Merger Agreement (the "Transactions"),
pursuant to which, subject to the terms and conditions set forth therein,
at the closing of the Transactions, among other things, (i) Wildfire
Merger Sub I will merge with and into Blocker, and Wildfire GP Sub IV
will become general partner of the surviving entity (the "First Merger"),
with Blocker as the surviving entity of the First Merger, (ii) Wildfire
Merger Sub II will merge with and into JCIC (the "Second Merger"), with
JCIC as the surviving company of the Second Merger and (iii) Wildfire
Merger Sub III will merge with and into Bridger (the "Third Merger" and
together with First Merger and Second Merger, the "Mergers"), with
Bridger as the surviving company of the Third Merger; following the
Mergers, each of Blocker, Purchaser, and the Company shall be a
subsidiary of New Bridger, (c) the Plan of Merger (as defined in the
Merger Agreement) and (d) the Transactions and related agreements
described in the Proxy Statement/Prospectus:
For Against Abstain Broker Non-Votes
31,462,068 1,523,305 50 0
Proposal No. 1 was approved, having received the affirmative vote of the holders of at least a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
2. Proposal No. 2 - The Merger Proposal - a proposal to approve, by special
resolution, that (1) JCIC be authorized to merge with Wildfire Merger Sub
II (the "Second Merger") so that JCIC be the surviving company (in
accordance with the terms and subject to the conditions of the Merger
Agreement and Plan of Merger relating to the Second Merger) and all the
undertaking, property and liabilities of Wildfire Merger Sub II shall
vest in JCIC by virtue of the Second Merger pursuant to the provisions of
the Companies Act (as amended) of the Cayman Islands (the "Companies
Act"); (2) the Merger Agreement and Plan of Merger in the form annexed
hereto and approved by resolution of the Directors of JCIC on August 1,
2022 and December 11, 2022 , respectively, and submitted to the members of
JCIC for their approval (the "Plan of Merger"), be approved, ratified and
confirmed in all respects; (3) JCIC be authorized to enter into the Plan
of Merger; (4) there being no holders of any outstanding security
interest granted by JCIC immediately prior to the Effective Date (as
defined in the Plan of Merger), the Plan of Merger be executed by any one
director on behalf of JCIC and any director or delegate or agent thereof
be authorized to submit the Plan of Merger, together with any supporting
documentation, for registration to the Registrar of Companies of the
Cayman Islands ; (5) as at the Effective Date (as defined in the Plan of
Merger), the Memorandum and Articles of Association of JCIC will be in
the form attached to the Plan of Merger; and (6) all actions taken and
any documents or agreements executed, signed or delivered prior to or
after the date of these resolutions by any Director or officer of JCIC in
connection with the transactions contemplated by these resolutions be
approved, ratified and confirmed in all respects:
For Against Abstain Broker Non-Votes
31,462,067 1,523,306 50 0
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Proposal No. 2 was approved, having received the affirmative vote of the holders of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
3. Proposal No. 3 - The Share Capital Proposal - a proposal to approve, by
ordinary resolution, the alteration of the authorized share capital of
JCIC from US$55,100 divided into 500,000,000 Class A ordinary shares of a
par value of US$0.0001 each, 50,000,000 Class B Ordinary shares of a par
value of US$0.0001 each and 1,000,000 preference shares of a par value of
US$0.0001 each to US$50,000 shares with a par value of $1.00 each:
For Against Abstain Broker Non-Votes
31,462,028 1,523,305 90 0
Proposal No. 3 was approved, having received the affirmative vote of the holders of at least a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
4. Proposal No. 4 - The Organizational Documents Proposal - a proposal to
approve and adopt, by special resolution, that the existing Amended and
Restated Memorandum and Articles of Association currently in effect be
amended and restated by the deletion in their entirety and the
substitution in their place of the proposed amendment and restatement of
JCIC's Amended and Restated Memorandum and Articles of Association (a
copy of which is attached to the Proxy Statement/Prospectus as Annex E)
and that the name of JCIC be changed from Jack Creek Investment Corp. to
Bridger Merger Corp :
For Against Abstain Broker Non-Votes
31,438,042 1,523,306 24,075 0
Proposal No. 4 was approved, having received the affirmative vote of the holders of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
5. Proposal No. 5 - The Non-Binding Governance Proposals - a proposal to
approve, by ordinary resolution and on a non-binding advisory basis,
certain material differences between JCIC's existing Amended and Restated
Memorandum and Articles of Association and the proposed amended and
restated certificate of incorporation of New Bridger (the "New Bridger
Certificate of Incorporation") and the proposed bylaws of New Bridger
(the "Proposed Bylaws"), presented separately in accordance with the
United States Securities and Exchange Commission requirements. A copy of
the Cayman Constitutional Documents is attached to the Proxy
Statement/Prospectus as Annex E. A copy of the New Bridger Certificate of
Incorporation is attached to the Proxy Statement/Prospectus as Annex G.
5a. Change the Authorized Capital Stock - a proposal to approve and adopt
provisions in the New Bridger Certificate of Incorporation to authorize
1,000,000,000 shares of New Bridger common stock and 10,000,000 shares of New
Bridger preferred stock, par value
For Against Abstain Broker Non-Votes 30,660,848 1,823,826 500,749 0
5b. Change the Stockholder Vote Required to Amend the Bylaws - a proposal to approve and adopt provisions in the Proposed Bylaws to require the affirmative vote of holders of at least 66 2/3%of the voting power of all then-outstanding New Bridger capital stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend, alter or repeal the Proposed Bylaws:
For Against Abstain Broker Non-Votes 26,754,234 5,692,286 538,903 0
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5c. No Right to Call Special Meetings - a proposal to approve and adopt provisions in the Proposed Bylaws to stipulate that, unless required by law, special meetings of stockholders may only be called by (i) the board of New Bridger (the "New Bridger Board"), (ii) the Chairperson of the New Bridger Board, or (iii) New Bridger's Chief Executive Officer:
For Against Abstain Broker Non-Votes 27,145,535 5,300,945 538,943 0
5d. Action by Written Consent of the Stockholders - a proposal to approve and adopt provisions in the New Bridger Certificate of Incorporation to provide that any action required or permitted to be taken by the New Bridger stockholders may be effected at a duly called annual or special meeting of such stockholders, and may not be taken by written consent:
For Against Abstain Broker Non-Votes 27,145,676 5,300,844 538,903 0
5e. Appointment and Removal of Directors - a proposal to approve and adopt provisions in the Proposed Bylaws such that (i) subject to the rights of the holders of any series of preferred stock of New Bridger to elect directors under specified circumstances, election of directors at all meetings of the stockholders at which directors are to be elected shall be by a plurality of the votes cast at any meeting for the election of directors at which a quorum is present and (ii) subject to the rights of holders of any series of preferred stock with respect to the election of directors and to the rights of the BTO stockholders with respect to the removal of any BTO stockholder designee director, a director may be removed from office by the stockholders of New Bridger only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of New Bridger entitled to vote generally in the election of directors, voting together as a single class:
For Against Abstain Broker Non-Votes 27,149,275 5,296,793 539,355 0
5f.
For Against Abstain Broker Non-Votes 27,558,855 4,924,367 502,201 0
5g. Business Combinations - a proposal to approve and adopt provisions in the New Bridger Certificate of Incorporation to provide a consent right to holders of New Bridger Series A preferred stock with respect to mergers, consolidations, sales of all or substantially all of the assets of New Bridger, subject to certain exceptions:
For Against Abstain Broker Non-Votes 27,521,152 4,925,368 538,903 0
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5h. Limitation of Ownership by Non-Citizen - a proposal to approve and adopt provisions in the New Bridger Certificate of Incorporation to provide that in no event will a Non-Citizen, as defined in the New Bridger Certificate of Incorporation, be entitled to own (beneficially or of record) and/or control more than the Voting Limiting Percentage or the Outstanding Share Limitation Percentage, as defined in the New Bridger Certificate of Incorporation:
For Against Abstain Broker Non-Votes 30,660,497 1,823,725 501,201 0
Proposals No. 5a, 5b, 5c, 5d, 5e, 5f, 5g and 5h were approved, having received the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
6. Proposal No. 6 - The Incentive Plan Proposal - a proposal to approve and
assume the Bridger Aerospace Group Holdings, Inc. 2022 Omnibus Incentive
Plan and any grants or awards issued thereunder (the "Omnibus Incentive
Plan"). A copy of the Omnibus Incentive Plan is attached to the Proxy
Statement/Prospectus as Annex I:
For Against Abstain Broker Non-Votes
30,430,919 2,516,261 38,243 0
Proposal No. 6 was approved, having received the affirmative vote of holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
7. Proposal No. 7 - The ESPP Proposal - a proposal to approve, by ordinary
resolution, the Bridger Aerospace Group Holdings, Inc. 2022 Employee
Stock Purchase Plan (the "ESPP"). A copy of the ESPP is attached to the
Proxy Statement/Prospectus as Annex J:
For Against Abstain Broker Non-Votes
31,462,028 1,523,305 90 0
Proposal No. 7 was approved, having received the affirmative vote of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
8. Proposal No. 8 - The Adjournment Proposal
Because there were sufficient votes to approve each of the above proposals, and it was not otherwise deemed necessary or appropriate to adjourn the Meeting to a later date, Proposal No. 8, a proposal to adjourn, by ordinary resolution, the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the extraordinary general meeting or for the approval of one or more proposals at the extraordinary general meeting or to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to JCIC shareholders, was not considered.
Item 8.01 Other Events.
In connection with the Meeting, holders of 34,245,643 shares of JCIC Class A
ordinary shares exercised their right to have their shares redeemed for cash at
a redemption price of approximately
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On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Joint Press Release datedJanuary 24, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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