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 August
18, 2021, LIV Capital Acquisition Corp. ("LIVK" or the "Company") convened an
extraordinary general meeting (the "General Meeting") to approve, among other
things, the previously announced business combination of the Company and
AgileThought, Inc. (the "Business Combination" and LIVK following the Business
Combination, "New AT").
At the General Meeting, the Company's shareholders approved, among other items,
the New AT 2021 Equity Incentive Plan (the "Incentive Plan") and the New AT 2021
Employee Stock Purchase Plan (the "Stock Plan"). A description of the material
terms of each of the Incentive Plan and Stock Plan is included in the Company's
Definitive Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on August 2, 2021 and first mailed to LIVK's shareholders on
or about August 3, 2021 (the "Proxy Statement"), which descriptions are
incorporated herein by reference. Such descriptions do not purport to be
complete and are qualified in their entirety by reference to the full text of
the Incentive Plan and Stock Plan, which are attached as Annex D and Annex E,
respectively, to the Proxy Statement and are also incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 18, 2021, LIVK convened the General Meeting. At the General Meeting, a
total of 5,969,254 Class A ordinary shares and 2,071,000 Class B ordinary shares
of LIVK, out of a total of 8,050,000 Class A ordinary shares and 2,082,500 Class
B ordinary shares issued and outstanding and entitled to vote as of the close of
business on July 15, 2021 (the record date for the General Meeting), were
present or represented by proxy at the General Meeting. A summary of the voting
results for the following proposals, each of which is described in detail in the
Proxy Statement, is set forth below. The adjournment proposal described in the
Proxy Statement was not presented at the General Meeting because there were
enough votes to approve the other proposals presented at the General Meeting.
Proposal 1: Adoption of the Business Combination Proposal
LIVK's shareholders approved by ordinary resolution the transactions
contemplated by the Agreement and Plan of Merger, dated as of May 9, 2021 (as
amended or modified from time to time, the "Merger Agreement"), by and between
LIVK and AgileThought, Inc., a Delaware corporation ("AT"), pursuant to which
LIVK will domesticate as a new Delaware corporation and AT will subsequently be
merged with and into LIVK, whereupon the separate corporate existence of AT will
cease and LIVK will be the surviving corporation, on the terms and subject to
the conditions set forth therein. 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
7,937,311 102,269 674 0
Proposal 2: Adoption of the Nasdaq Proposal
LIVK's shareholders approved by ordinary resolution, for purposes of complying
with applicable listing rules of The Nasdaq Stock Market LLC (the "Nasdaq"), the
issuance by LIVK of (i) 2,650,000 shares of Class A common stock to investors
(the "subscription investors") pursuant to subscription agreements by and
between LIVK and such subscription investors, pursuant to which the subscription
investors will purchase subscription shares in a privately negotiated
transaction in connection with the consummation of the Business Combination (the
"subscription agreements"), and (ii) up to 36,712,131 shares of Class A common
stock to pre-Business Combination equity holders of AT, including certain funds
affiliated with LIVK's sponsor solely with respect to such funds' shares held as
pre-Business Combination equity holders of AT, pursuant to the Merger Agreement.
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
7,864,811 102,269 73,174 0
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Proposal 3: Adoption of the Domestication Proposal
LIVK's shareholders approved by special resolution that LIVK be transferred by
way of continuation to Delaware pursuant to Part XII of the Companies Act (As
Revised) of the Cayman Islands and Section 388 of the General Corporation Law of
the State of Delaware and, immediately upon being de-registered in the Cayman
Islands, LIVK be continued and domesticated as a corporation under the laws of
the state of Delaware and, conditioned upon, and with effect from, the
registration of LIVK as a corporation in the State of Delaware, the registered
office of LIVK be changed to 1209 Orange Street, City of Wilmington, County of
New Castle, Delaware, Zip Code 19801, United States. 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
7,864,811 102,269 73,174 0
Proposal 4: Adoption of the Charter Amendment Proposal
LIVK's shareholders approved by special resolution amending and restating the
Amended and Restated Memorandum and Articles of Association of LIVK currently in
effect by the deletion in their entirety and the substitution in their place of
the proposed Certificate of Incorporation (a copy of which is attached to the
Proxy Statement as Annex B) (the "proposed Certificate of Incorporation"),
including the authorization of the change in authorized share capital as
indicated therein. 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
7,864,811 102,269 73,174 0
Proposal 5: Adoption of Organizational Documents Proposal A
LIVK's shareholders approved by ordinary resolution (x) in connection with the
amendment and restatement of the Amended and Restated Memorandum and Articles of
Association of LIVK by deleting them in their entirety and substituting in their
place the proposed Certificate of Incorporation, the provisions in the proposed
Certificate of Incorporation (i) adopting Delaware as the exclusive forum for
certain stockholder litigation, (ii) making New AT's corporate existence
perpetual, and (iii) removing certain provisions related to LIVK's status as a
blank check company that will no longer be applicable to LIVK upon consummation
of the Business Combination and (y) upon closing of the Business Combination,
changing LIVK's name from "LIV Capital Acquisition Corp." to "AgileThought,
Inc." 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
7,864,811 102,269 73,174 0
Proposal 6: Adoption of Organizational Documents Proposal B
LIVK's shareholders approved by ordinary resolution, in connection with the
amendment and restatement of the Amended and Restated Memorandum and Articles of
Association of LIVK by deleting them in their entirety and substituting in their
place the proposed Certificate of Incorporation, the provisions in the proposed
Certificate of Incorporation dividing the board of directors into three classes
following the Business Combination, with each class generally serving for a term
of three years and with only one class of directors being elected in each year.
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
7,665,411 301,669 73,174 0
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Proposal 7: Adoption of Organizational Documents Proposal C
LIVK's shareholders approved by ordinary resolution, in connection with the
amendment and restatement of the Amended and Restated Memorandum and Articles of
Association of LIVK by deleting them in their entirety and substituting in their
place the proposed Certificate of Incorporation, the provisions in the proposed
Certificate of Incorporation providing that the directors may only be removed
for cause (as defined in the proposed Certificate of Incorporation). 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
7,665,411 301,669 73,174 0
Proposal 8: Adoption of Organizational Documents Proposal D
LIVK's shareholders approved by ordinary resolution, in connection with the
amendment and restatement of the Amended and Restated Memorandum and Articles of
Association of LIVK by deleting them in their entirety and substituting in their
place the proposed Certificate of Incorporation, the provisions in the proposed
Certificate of Incorporation removing the ability of shareholders to call a
special 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
7,665,411 301,669 73,174 0
Proposal 9: Adoption of Organizational Documents Proposal E
LIVK's shareholders approved by ordinary resolution, in connection with the
amendment and restatement of the Amended and Restated Memorandum and Articles of
Association of LIVK by deleting them in their entirety and substituting in their
place the proposed Certificate of Incorporation, the provisions in the proposed
Certificate of Incorporation removing the ability of shareholders 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
7,864,811 102,269 73,174 0
Proposal 10: Adoption of Organizational Documents Proposal F
LIVK's shareholders approved by ordinary resolution, in connection with the
amendment and restatement of the Amended and Restated Memorandum and Articles of
Association of LIVK by deleting them in their entirety and substituting in their
place the proposed Certificate of Incorporation, the provisions in the proposed
Certificate of Incorporation authorizing the change in the authorized capital
stock of LIVK from (i) 200,000,000 Class A ordinary shares, 20,000,000 Class B
ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share in
the existing organizational documents to (ii) 210,000,000 shares of Class A
common stock and 10,000,000 shares of preferred stock, par value $0.0001 per
share in the proposed organizational documents of New AT. 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
7,864,811 102,269 73,174 0
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Proposal 11: Adoption of the Director Election Proposal
The holders of LIVK's Class B ordinary shares approved by ordinary resolution
that Gerardo Benitez, Roberto Langenauer, Mauricio Garduño, Marina Diaz Ibarra,
Alejandro Rojas, Mauricio Rioseco, Diego Zavala, Andres Borrego, Alexander R.
Rossi, Arturo Saval and Manuel Senderos be elected to serve as Class I, Class II
and Class III directors as set forth in the Proxy Statement to serve staggered
terms on the board of directors of LIVK (following the domestication of LIV and
the Business Combination) until their respective successors are duly elected and
qualified, or until their earlier death, disqualification, resignation or
removal. The following were the tabulated votes "For" and "Against" this
proposal as well as the number of "Abstentions" and "Broker Non-Votes":
Gerardo Benitez
FOR AGAINST ABSTAIN BROKER NON-VOTE
2,071,000 0 0 0
Roberto Langenauer
FOR AGAINST ABSTAIN BROKER NON-VOTE
2,071,000 0 0 0
Mauricio Garduño
FOR AGAINST ABSTAIN BROKER NON-VOTE
2,071,000 0 0 0
Marina Diaz Ibarra
FOR AGAINST ABSTAIN BROKER NON-VOTE
2,071,000 0 0 0
Alejandro Rojas
FOR AGAINST ABSTAIN BROKER NON-VOTE
2,071,000 0 0 0
Mauricio Rioseco
FOR AGAINST ABSTAIN BROKER NON-VOTE
2,071,000 0 0 0
Diego Zavala
FOR AGAINST ABSTAIN BROKER NON-VOTE
2,071,000 0 0 0
Andres Borrego
FOR AGAINST ABSTAIN BROKER NON-VOTE
2,071,000 0 0 0
Alexander R. Rossi
FOR AGAINST ABSTAIN BROKER NON-VOTE
2,071,000 0 0 0
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Arturo Saval
FOR AGAINST ABSTAIN BROKER NON-VOTE
2,071,000 0 0 0
Manuel Senderos
FOR AGAINST ABSTAIN BROKER NON-VOTE
2,071,000 0 0 0
Proposal 12: Adoption of the Incentive Plan Proposal
LIVK's shareholders approved by ordinary resolution the Incentive Plan. 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
7,790,971 136,436 112,847 0
Proposal 13: Adoption of the Stock Plan Proposal
LIVK's shareholders approved by ordinary resolution the Stock Plan. 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
7,823,638 103,769 112,847 0
Item 8.01. Other Events.
In connection with the shareholder vote at the General Meeting, LIVK's public
shareholders had the right to elect to redeem all or a portion of their Class A
ordinary shares for a per share price calculated in accordance with LIVK's
organizational documents. LIVK's public shareholders holding 7,483,431 Class A
ordinary shares validly elected to redeem their public shares. LIVK's public
shareholders who elected to redeem their public shares may revoke their
elections at any time prior to the closing of the Business Combination.
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