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
At the Extraordinary General Meeting, the Company's shareholders approved, among
other items, the
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Extraordinary General Meeting, holders of 16,610,150 of Acies' ordinary
shares, which represented 61.73% of the ordinary shares outstanding and entitled
to vote as of the record date of
Approval of the Business Combination Proposal
The shareholders approved by ordinary resolution adoption of the Agreement and
Plan of Merger, dated as of
Votes For Votes Against Abstentions Broker Non-Votes 16,093,891 513,645 2,614 N/A
Approval of the Domestication Proposal
The shareholders approved by special resolution the change of Acies'
jurisdiction of incorporation by deregistering as an exempted company in the
Votes For Votes Against Abstentions Broker Non-Votes 16,094,091 512,935 3,124 N/A
Organizational Documents Proposals
The shareholders approved by ordinary resolutions, save for the Organizational
Documents Proposal D (described below) which required a special resolution,
certain differences between Acies' 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, a copy of which
is attached to the Definitive Proxy as Annex I (the "Proposed Certificate of
Incorporation"), and the proposed new bylaws, a copy of which is attached to the
Definitive Proxy as Annex J (the "Proposed Bylaws"), of Acies described below
and in more detail in the Definitive Proxy. Upon the filing with and acceptance
by the Secretary of
Approval of Organizational Documents Proposal A
The shareholders approved the change in the authorized share capital of Acies
from 500,000,000 Class A ordinary shares, par value
Votes For Votes Against Abstentions Broker Non-Votes 15,991,435 513,733 104,982
N/A
Approval of Organizational Documents Proposal B
The shareholders approved that the New PLAYSTUDIOS Board of Directors be authorized to issue any or all shares of New PLAYSTUDIOS Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New PLAYSTUDIOS Board of Directors and as may be permitted by the DGCL ("Organizational Documents Proposal B"). The results of the shareholder vote with respect to Organizational Documents Proposal B were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 15,872,614 631,124 106,412 N/A
Approval of Organizational Documents Proposal C
The shareholders approved that New PLAYSTUDIOS Board of Directors be declassified with all directors being elected each year for one-year terms ("Organizational Documents Proposal C"). The results of the shareholder vote with respect to Organizational Documents Proposal C were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 16,012,012 494,667 103,471 N/A
Approval of Organizational Documents Proposal D
The shareholders approved all other changes in connection with the replacement
of the Cayman Constitutional Documents with the Proposed Certificate of
Incorporation and Proposed Bylaws as part of the Domestication, including (i)
changing the corporate name from "
Votes For Votes Against Abstentions Broker Non-Votes 15,989,584 514,895 105,671 N/A
Approval of the Director Election Proposal
The shareholders approved by ordinary resolution the election of
The results of the shareholder vote with respect to the election ofAndrew Pascal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 15,981,784 523,895 104,471 N/A The results of the shareholder vote with respect to the election ofJames Murren were as follows: Votes For Votes Against Abstentions Broker Non-Votes 15,981,784 523,895 104,471 N/A The results of the shareholder vote with respect to the election ofWilliam J. Hornbuckle were as follows: Votes For Votes Against Abstentions Broker Non-Votes 15,981,784 523,895 104,471 N/A The results of the shareholder vote with respect to the election ofJoe Horowitz were as follows: Votes For Votes Against Abstentions Broker Non-Votes 15,981,784 523,895 104,471 N/A The results of the shareholder vote with respect to the election ofJason Krikorian were as follows: Votes For Votes Against Abstentions Broker Non-Votes 15,981,784 523,895 104,471 N/A The results of the shareholder vote with respect to the election ofJudy K. Mencher were as follows: Votes For Votes Against Abstentions Broker Non-Votes 15,981,784 523,895 104,471 N/A
Approval of the Merger Issuance Proposal
The shareholders approved by ordinary resolution for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of common stock of New PLAYSTUDIOS to the stockholders of PLAYSTUDIOS, holders of warrants of PLAYSTUDIOS and vested options of PLAYSTUDIOS pursuant to the terms of the Merger Agreement (the "Merger Issuance Proposal"). The results of the shareholder vote with respect to the Merger Issuance Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 15,992,100 513,979 104,071 N/A Approval of the PIPE Issuance
The shareholders approved by ordinary resolution for the purposes of complying
with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of
shares of New PLAYSTUDIOS common stock to certain investors (the "
Votes For Votes Against Abstentions Broker Non-Votes 15,986,986 516,083 107,081 N/A
Approval of the Incentive Plan Proposal
The shareholders approved by ordinary resolution the Incentive Plan, a copy of which is attached to the Definitive Proxy as Annex F, including the authorization of the initial share reserve under the Incentive Plan (the "Incentive Plan Proposal"). The results of the shareholder vote with respect to the Incentive Plan Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 15,859,621 639,139 111,390
N/A Approval of the ESPP Proposal
The shareholders approved by ordinary resolution the Stock Plan, a copy of which is attached to the Definitive Proxy as Annex G, including the authorization of the initial share reserve under the Stock Plan (the "ESPP Proposal") by ordinary resolution. The results of the shareholder vote with respect to the ESPP Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 15,900,036 600,512 109,602 N/A
Approval of the Auditor Ratification Proposal
The shareholders approved by ordinary resolution the ratification of the
appointment of
Votes For Votes Against Abstentions Broker Non-Votes 16,283,037 219,278 107,835
N/A
Approval of the Adjournment Proposal
The shareholders approved the adjournment of the extraordinary general meeting by ordinary resolution 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 results of the shareholder vote with respect to the Adjournment Proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 15,888,201 614,978 106,971 N/A
Acies expects to close the Business Combination on or about
Item 8.01. Other Events
In connection with the Business Combination, holders of 11,333,489 Acies Class A
ordinary shares exercised their right to redeem their shares for cash at a
redemption price of approximately
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibit Number Description 99.1 Press Release, datedJune 17, 2021
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