Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Xos, Inc. 2021 Equity Incentive Plan
On August 18, 2021, in connection with the Extraordinary General Meeting (the
"Extraordinary General Meeting") of shareholders of NextGen Acquisition
Corporation ("NextGen" and, after the Domestication (as defined below) and the
Merger (as defined below), "Xos, Inc." or "New Xos"), NextGen's shareholders
approved by ordinary resolution and adopted the Xos, Inc. 2021 Equity Incentive
Plan (the "2021 Plan"), which provides for the grant of incentive options,
nonstatutory options, restricted stock, restricted stock units, stock
appreciation rights, dividend equivalents, other stock-based awards, performance
awards, cash awards or any combination of the foregoing, to certain of New Xos'
employees, directors and consultants to provide a means whereby New Xos can
promote its long-term success and the creation of stockholder value by securing
and retaining the services of employees, directors and consultants and
encouraging them to focus on critical long-term objectives of New Xos; providing
incentives for participants to exert maximum efforts for the success of New Xos
and its affiliates; and providing a means by which participants may be given an
opportunity to benefit from increases in the value of New Xos through the
granting of awards.
The maximum number of shares of common stock, par value $0.0001 per share, of
New Xos initially reserved and available for issuance under the 2021 Plan is
equal to ten percent (10%) of the fully diluted New Xos common stock immediately
following consummation of the Merger, all of which are available for issuance
pursuant to incentive stock options under Section 422 of the U.S. Internal
Revenue Code of 1986, as amended, or as other types of awards. In addition, the
number of shares of New Xos common stock reserved for issuance under the 2021
Plan will automatically increase on January 1 of each year, starting on January
1, 2022 and ending on (and including) January 1, 2031, in an amount equal to the
lesser of (1) five percent (5%) of the fully diluted shares of New Xos common
stock on December 31 of the preceding year, or (2) a lesser number of shares of
New Xos common stock determined by the board of directors of New Xos prior to
the date of the increase.
A summary of the 2021 Plan is included in NextGen's definitive proxy
statement/prospectus (the "Definitive Proxy") for the Extraordinary General
Meeting filed with the U.S. Securities and Exchange Commission on July 30, 2021
and is incorporated herein by reference, which summary is qualified in all
respects by the full text of the 2021 Plan included as Annex F to the Definitive
Proxy.
Xos, Inc. 2021 Employee Stock Purchase Plan
On August 18, 2021, in connection with the Extraordinary General Meeting,
NextGen's shareholders approved by ordinary resolution and adopted the Xos, Inc.
2021 Employee Stock Purchase Plan (the "ESPP"), which provides New Xos employees
with the ability to purchase shares of New Xos common stock. The purpose of the
ESPP is to provide a means whereby New Xos can align the long-term financial
interests of its employees with the financial interests of its shareholders and
helping New Xos attract, retain, and motivate employees and encourage them to
devote their best efforts to New Xos' business and financial success. Approval
of the ESPP by NextGen's shareholders will allow New Xos to provide its
employees with the opportunity to acquire an ownership interest in New Xos
through their participation in the ESPP, thereby encouraging them to remain in
service and more closely aligning their interests with those of New Xos'
shareholders.
The maximum number of shares of common stock, par value $0.0001 per share, that
may be issued under the ESPP is a number of shares equal to two percent (2%) of
the shares of New Xos common stock outstanding immediately following
consummation of the Merger. In addition, the number of shares of New Xos common
stock reserved for issuance under the ESPP will automatically increase on
January 1st of each year, beginning on January 1, 2022 and continuing through
and including January 1, 2031, by the lesser of (1) one and one half percent
(1.5%) of the total number of shares of New Xos common stock outstanding on
December 31st of the preceding calendar year, (2) 6,000,000 shares of New Xos
common stock, or (3) such lesser number of shares of New Xos common stock as
determined by the board of directors of New Xos prior to the date of the
increase.
A summary of the 2021 ESPP is included in the Definitive Proxy for the
Extraordinary General Meeting filed with the U.S. Securities and Exchange
Commission on July 30, 2021 and is incorporated herein by reference, which
summary is qualified in all respects by the full text of the 2021 ESPP included
as Annex G to the Definitive Proxy.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Extraordinary General Meeting, 33,356,708 holders of NextGen's ordinary
shares, which represented 71.16% of the ordinary shares outstanding and entitled
to vote as of the record date of July 2, 2020, were represented in person or by
proxy. The final voting results for each matter submitted to a vote of the
NextGen shareholders at the Extraordinary General Meeting are set forth below:
Approval of the BCA Proposal
NextGen's shareholders approved by ordinary resolution and adopted the Agreement
and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021
(the "Merger Agreement"), by and among NextGen, Sky Merger Sub I, Inc., a
Delaware corporation ("Merger Sub"), and Xos, Inc. (n/k/a Xos Fleet, Inc.), a
Delaware corporation ("Xos"), which provides for, among other things, the merger
of Merger Sub with and into Xos (the "Merger"), with Xos surviving the Merger as
a wholly owned subsidiary of NextGen in accordance with the terms and subject to
the conditions of the Merger Agreement (the "BCA Proposal"). The voting results
with respect to the BCA Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
32,072,784 1,221,714 62,210 N/A
Approval of the Domestication Proposal
NextGen's shareholders approved by special resolution the change of NextGen's
jurisdiction of incorporation by deregistering as an exempted company in the
Cayman Islands and continuing and domesticating as a corporation incorporated
under the laws of the State of Delaware (the "Domestication" and, together with
the Merger, the "Business Combination") (the "Domestication Proposal"). The
voting results with respect to the Domestication Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
32,070,285 1,221,822 64,601 N/A
Organizational Documents Proposals
NextGen's shareholders approved by special resolution the following material
differences between NextGen's Amended and Restated Memorandum and Articles of
Association (as may be amended from time to time, the "Cayman Constitutional
Documents") and the proposed new certificate of incorporation ("Proposed
Certificate of Incorporation") and the proposed new bylaws ("Proposed Bylaws")
of NextGen Acquisition Corporation (a corporation incorporated in the State of
Delaware, and the filing with and acceptance by the Secretary of State of
Delaware of the certificate of domestication in accordance with Section 388 of
the Delaware General Corporation Law (the "DGCL")), which will be renamed "Xos,
Inc." in connection with the Business Combination:
Approval of Organizational Documents Proposal A
NextGen's shareholders approved the change in the authorized share capital of
NextGen from 500,000,000 Class A ordinary shares, par value $0.0001 per share
(the "NextGen Class A ordinary shares"), 50,000,000 Class B ordinary shares, par
value $0.0001 per share, and 5,000,000 preferred shares, par value $0.0001 per
share, to 1,000,000,000 shares of common stock, par value $0.0001 per share, of
New Xos (the "New Xos common stock") and 10,000,000 shares of preferred stock,
par value $0.0001 per share, of New Xos (the "New Xos preferred stock")
("Organizational Documents Proposal A"). The voting results with respect to
Organizational Documents Proposal A were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,877,817 3,406,773 72,118 N/A
Approval of Organizational Documents Proposal B
NextGen's shareholders approved that the board of directors of New Xos be
authorized to issue any or all shares of New Xos preferred stock in one or more
series, with such terms and conditions as may be expressly determined by the New
Xos board of directors and as may be permitted by the DGCL ("Organizational
Documents Proposal B"). The voting results with respect to Organizational
Documents Proposal B were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,887,655 3,396,923 72,130
N/A
Approval of Organizational Documents Proposal C
NextGen's shareholders approved that the board of directors of New Xos be
divided into three classes, with each class made up of as nearly as may be
possible, of one-third of the total number of directors constituting the entire
board of New Xos, with only one class of directors being elected in each year
and each class serving a three-year term. The voting results with respect to
Organizational Documents Proposal C were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,855,794 3,432,712 68,202 N/A
Approval of Organizational Documents Proposal D
NextGen's shareholders approved all other changes in connection with the
replacement of the Cayman Constitutional Documents with the Proposed Certificate
of Incorporation and Proposed Bylaws in connection with the consummation of the
Business Combination, including (i) changing the corporate name from "NextGen
Acquisition Corporation" to "Xos, Inc.", (ii) making New Xos' corporate
existence perpetual, (iii) adopting Delaware as the exclusive forum for certain
stockholder litigation (or, if and only if the Court of Chancery of the State of
Delaware lacks subject matter jurisdiction, any state court located within the
State of Delaware or, if and only if all such state courts lack subject matter
jurisdiction, the federal district court for the District of Delaware), (iv)
being subject to the provisions of Section 203 of the DGCL and (v) removing
certain provisions related to NextGen's status as a blank check company that
will no longer be applicable upon consummation of the Business Combination, all
of which NextGen's board of directors believes is necessary to adequately
address the needs of New Xos after the Business Combination ("Organizational
Documents Proposal D"). The voting results with respect to Organizational
Documents Proposal D were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
29,915,190 3,377,052 64,466 N/A
Approval of the Director Election Proposal
NextGen's shareholders approved by ordinary resolution, the election of S. Sara
Mathew, Burt Jordan, George Mattson, Dakota Semler, Giordano Sordoni and Ed
Rapp, who, upon consummation of the Business Combination, will be the directors
of New Xos (the "Director Election Proposal").
The voting results with respect to the election of S. Sara Mathew were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
32,063,981 1,255,861 66,866 N/A
The voting results with respect to the election of Burt Jordan were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
32,063,981 1,255,861 66,866 N/A
The voting results with respect to the election of George Mattson were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
32,063,981 1,255,861 66,866 N/A
The voting results with respect to the election of Dakota Semler were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
32,063,981 1,255,861 66,866 N/A
The voting results with respect to the election of Giordano Sordoni were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
32,063,981 1,255,861 66,866 N/A
The voting results with respect to the election of Ed Rapp were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
32,063,981 1,255,861 66,866 N/A
Approval of the Stock Issuance Proposal
NextGen's shareholders approved by ordinary resolution, for purposes of
complying with the applicable provisions of The Nasdaq Stock Market Listing Rule
5635, the issuance of New Xos common stock to (a) the PIPE Investors, including
the Sponsor Related PIPE Investor, pursuant to the PIPE Investment (as each
capitalized term in clause (a) is defined in the Definitive Proxy) and (b) the
Xos Stockholders pursuant to the Merger Agreement, in each case as further
described in the Definitive Proxy (collectively, the "Stock Issuance Proposal").
The voting results with respect to the Stock Issuance Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
32,057,804 1,230,683 68,221 N/A
Approval of the Equity Incentive Plan Proposal
NextGen's shareholders approved by ordinary resolution, the 2021 Plan (the
"Equity Incentive Plan Proposal"). The voting results with respect to the Equity
Incentive Plan Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
28,607,326 4,674,122 75,260 N/A
Approval of the ESPP Proposal
NextGen's shareholders approved by ordinary resolution, the ESPP (the "ESPP
Proposal"). The voting results with respect to the ESPP Proposal were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
32,054,561 1,232,332 69,815
N/A
Approval of the Adjournment Proposal
NextGen's shareholders approved the adjournment of 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 votes for the
approval of one or more proposals at the Extraordinary General Meeting (the
"Adjournment Proposal"). The voting results with respect to the Adjournment
Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
31,560,499 1,725,578 70,631 N/A
Though not guaranteed, NextGen expects to close the Business Combination on
August 19, 2021, with the Merger becoming effective at 12:01 a.m., Eastern Time,
on August 20, 2021, subject to the satisfaction or waiver of customary closing
conditions, and for the New Xos common stock and warrants to begin publicly
trading on The Nasdaq Capital Market under the new symbols "XOS" and "XOSWW",
respectively, on August 20, 2021.
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or
otherwise subject to liabilities under that section, and shall not be deemed to
be incorporated by reference into the filings of NextGen under the Securities
Act or the Exchange Act, regardless of any general incorporation language in
such filings. This report will not be deemed an admission as to the materiality
of any information of the information contained in this Item 7.01, including
Exhibit 99.1.
On August 18, 2021, NextGen issued a press release announcing the results of the
Extraordinary General Meeting and related matters. A copy of the press release
is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
Item 8.01 Other Events.
In connection with the BCA Proposal, NextGen's shareholders elected to redeem an
aggregate of approximately 29,886,116 NextGen Class A ordinary shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated August 18, 2021
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