Item 5.07. Submission of Matters to a Vote of Security Holders
As previously announced, on
As of the close of business on
As previously disclosed, the Company initially held the Special Meeting on
25,106,608 shares of THMA Common Stock were represented in person or by proxy at the subsequent Special Meeting, and, therefore, a quorum was present.
Proposals 1, 2, 3, 4, 5, 6 and 7 below were approved. Proposal 8 had already
been approved at the Special Meeting held on
Proposal 1: To consider and vote upon a proposal to approve the Business Combination Agreement (the "Business Combination Proposal"). The Business Combination Proposal was approved by the following vote.
For Against Abstentions 23,854,730 1,242,283 9,595
Proposal 2: To consider and vote upon a proposal to amend the current certificate of incorporation of THMA and adopt the Second Amended and Restated Certificate of Incorporation (the "Proposed Charter") (the "Charter Approval Proposal"). The Charter Approval Proposal was approved by the following vote:
For Against Abstentions 23,674,889 1,241,647 190,072
Proposal 3: To consider and act upon, on a non-binding advisory basis, a
separate proposal with respect to certain governance provisions in the Proposed
Charter in accordance with
For Against Abstentions 21,964,765 3,127,840 14,003
Proposal 4: To consider and vote upon a proposal to elect seven directors to serve staggered terms on the board of directors of the post-combination company until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death (the "Director Election Proposal"). The voting results for the Director Election Proposal were as follows:
Zack Lynch (Class I) For Withheld 23,854,546 1,252,062
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Kirthiga Reddy (Class I) For Withheld 23,854,545 1,252,063 Andrew J. Schwab (Class I) For Withheld 23,854,546 1,252,062 Alison Bauerlein (Class II) For Withheld 23,854,440 1,252,168 Nancy Schlichting (Class II) For Withheld 23,854,441 1,252,167 Corey McCann (Class III) For Withheld 23,854,546 1,252,062 Jorge Gomez (Class III) For Withheld 23,854,440 1,252,168
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Proposal 5: To consider and vote upon a proposal to approve, for purposes of
complying with applicable listing rules of the
For Against Abstentions 23,853,265 1,243,748 9,595
Proposal 6: To consider and vote upon a proposal to approve and adopt the
For Against Abstentions 23,133,980 1,960,485 12,143
Proposal 7: To consider and vote upon a proposal to approve and adopt the
For Against Abstentions 23,849,445 1,247,018 10,145
Proposal 8: To consider and vote upon a proposal to approve the adjournment of the Special 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, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Award Plan Proposal or the Employee Stock Purchase Plan Proposal (the "Adjournment Proposal"). The Adjournment Proposal was approved by the following vote:
For Against Abstentions 23,832,998 1,264,015 9,595
IMPORTANT INFORMATION AND WHERE TO FIND IT
This Current Report on Form 8-K relates to a proposed transaction between Pear and THMA and does not constitute an offer to sell or exchange any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This Current Report on Form 8-K may be deemed to be solicitation material in
respect of the proposed transactions contemplated by the Business Combination
Agreement. In connection with the Business Combination, THMA filed a
registration statement on Form S-4 with the
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PARTICIPANTS IN THE SOLICITATION
THMA and Pear and their respective directors and officers may be deemed to be
participants in the solicitation of proxies from THMA's stockholders in respect
of the proposed transactions. Information about THMA's directors and executive
officers and their ownership of THMA's securities is set forth in THMA's filings
with the
FORWARD-LOOKING STATEMENTS
Certain statements, estimates, targets and projections in this press release may be considered forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Thimble Point and Pear. Forward looking statements generally relate to future events or involving, or future performance of, Thimble Point or Pear. For example, statements regarding anticipated growth in the industry in which Pear operates and anticipated growth in demand for Pear's products, projections of Pear's future financial results and other metrics, the satisfaction of closing conditions to the proposed transaction between Thimble Point and Pear (the "proposed transaction") and the timing of the completion of the proposed transaction are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma", "may", "should", "could", "might", "plan", "possible", "project", "strive", "budget", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Thimble Point and its management, and Pear and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the risk that the proposed transaction, including the contemporaneous private placement of equity securities (the "PIPE investment"), may not be completed in a timely manner or at all, which may adversely affect the price of Thimble Point's securities; (ii) the risk that the proposed transaction may not be completed by Thimble Point's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Thimble Point; (iii) the lack of a third party valuation in determining whether or not to pursue the proposed transaction; (iv) the amount of the costs, fees, expenses and other charges related to the proposed transaction and PIPE investment; (v) the outcome of any legal proceedings that may be instituted against Thimble Point, Pear, the combined company or others following the announcement of the Business Combination Agreement relating to the proposed transaction, the ancillary agreements contemplated thereby and the transactions contemplated thereby; (vi) the inability to complete the proposed transaction due to the failure to obtain approval of the stockholders of Thimble Point or Pear to obtain financing to complete the proposed transaction or to satisfy other conditions to closing; (vii) changes to the proposed structure of the proposed transaction that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the proposed transaction; (viii) the ability to meet stock exchange listing standards following the consummation of the proposed transaction; (ix) the risk that the proposed transaction disrupts current plans and operations of Pear or diverts management's attention from Pear's ongoing business operations and potential difficulties in Pear employee retention as a result of the announcement and consummation of the proposed transaction; (x) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (xi) costs related to the proposed transaction; (xii) changes in applicable laws or regulations; (xiii) the possibility that Pear or the combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors; (xiv) Pear's estimates of expenses and profitability; (xv) the evolution of the markets in which Pear competes; (xvi) the ability of Pear to implement its strategic initiatives and continue to innovate its existing products; (xvii) the ability of Pear to defend its intellectual property and satisfy regulatory
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requirements; (xviii) the ability of Thimble Point to issue equity or
equity-linked securities in connection with the proposed transaction or in the
future; (xix) the impact of the COVID-19 pandemic on Pear's business; and
(xx) other risks and uncertainties set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in
Readers are cautioned not to put undue reliance on forward-looking statements, and Thimble Point and Pear assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Thimble Point nor Pear gives any assurance that either Thimble Point or Pear will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by Thimble Point or Pear or any other person that the events or circumstances described in such statement are material.
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