Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Maxpro's stockholders voted on the following proposals at the Meeting, each of which was approved:
(1) Proposal No. 1 - The Business Combination Proposal - to consider and vote upon a proposal to approve the Business Combination Agreement and the transactions contemplated therein, pursuant to which Merger Sub will merge with and into Maxpro, with Maxpro continuing as the surviving corporation and, ultimately, a direct, wholly-owned subsidiary of Apollomics (the "Business Combination"). The following is a tabulation of the votes with respect to this proposal, which was approved by Maxpro's stockholders:
For Against Abstain Broker Non-Votes 8,024,976 2,779,121 - -
(2) Proposal No. 2 - The Advisory Charter Proposals - separate proposals to approve, on a non-binding advisory basis, the following material differences between Maxpro's second amended and restated certificate of incorporation ("SPAC Charter") and Apollomics' sixth amended and restated memorandum and articles of association ("Apollomics MAA") to be effective upon the consummation of the Business Combination:
a. A proposal to increase the total number of authorized shares to 650,000,000
shares, consisting of (i) 500,000,000 Apollomics Class A Ordinary Shares of par
value
For Against Abstain Broker Non-Votes 7,546,875 3,257,222 - -
b. A proposal to require a special resolution under
For Against Abstain Broker Non-Votes 7,546,875 3,257,222 - -
c. A proposal to provide that directors may only be removed for cause and by a
special resolution under
For Against Abstain Broker Non-Votes 7,546,875 3,257,222 - -
(3) Proposal No. 3 - The Stockholder Adjournment Proposal - Because Maxpro's stockholders approved the Business Combination Proposal and the Advisory Charter Proposals, a third proposal to adjourn the Meeting for the purpose of soliciting additional proxies was not submitted to Maxpro's stockholders for approval at the Meeting.
No other items were presented for stockholder approval at the Meeting.
Item 8.01 Other Events.
In connection with the Business Combination, holders of 10,270,060 shares of Maxpro's Class A common stock exercised their right to redeem their shares.
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