D8 HLDG Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The Transaction Agreement Proposal. To consider and vote upon a proposal to
approve by way of ordinary resolution and adopt the Agreement and Plan of
Merger, dated as of
of the Company ("Merger Sub"),
and
Representative (the "Stockholder Representative") and the transactions
contemplated by the Merger Agreement, including the issuance of the merger
consideration thereunder (collectively, the "Proposed Transaction"). Pursuant
to the Merger Agreement, Merger Sub will merge with and into Vicarious
Surgical (the "Merger"), with Vicarious Surgical continuing as the surviving
entity of the Merger and becoming a subsidiary of New Vicarious Surgical (the
"Business Combination Proposal"). The Business Combination Proposal was
approved. The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
29,066,666 2,123,166 2,436
2. The Domestication Proposal. To consider and vote upon a proposal to approve by
way of special resolution approve, in connection with the consummation of the
Business Combination, the change the corporate structure and domicile of D8 by
way of continuation from an exempted company incorporated in accordance with
the laws of the
the
effected immediately prior to the Business Combination by D8 filing a
certificate of corporate domestication and the proposed new certificate of
incorporation of New Vicarious Surgical (the "Proposed Certificate of
Incorporation") with the
to de-register with the Registrar of Companies of the
effectiveness of the Domestication, D8 will become a
will change its corporate name to "Vicarious
Domestication and the Business Combination, "New Vicarious Surgical") and all
outstanding securities of D8 will convert to outstanding securities of New
Vicarious Surgical (the "Domestication Proposal"). The Domestication Proposal
was approved. The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
29,061,616 2,123,696 6,956
3. Stock Issuance Proposal. To consider and vote upon a proposal to approve, for
purposes of complying with the applicable provisions of NYSE Listing Rules
312.03(c) and (d), the issuance of New Vicarious Surgical Class A Shares to
(i) the
accompanying proxy statement/prospectus) and (ii) the Vicarious Surgical
Stockholders pursuant to the Merger Agreement ("Stock Issuance Proposal"). The
Stock Issuance Proposal was approved. The final voting tabulation for this
proposal was as follows:
FOR AGAINST ABSTAIN
29,055,693 2,128,642 7,933
1
4. The Organizational Documents Proposal. To consider and vote upon a proposal to
approve by way of special resolution the Proposed Certificate of Incorporation
and the proposed new by-laws ("Proposed By-Laws" and, together with the
Proposed Certificate of Incorporation, the "Proposed Organizational
Documents") of New Vicarious Surgical (a corporation incorporated in the State
of
Section 388 of the Delaware General Corporation Law (the "DGCL")), which will
be renamed "Vicarious
Combination ("Organizational Documents Proposal"). The Organizational
Documents Proposal was approved. The final voting tabulation for this proposal
was as follows:
FOR AGAINST ABSTAIN
29,053,166 2,123,345 15,757
5. The Advisory Organizational Documents Proposals. To consider and vote upon the
following 12 separate proposals (collectively, the "Advisory Organizational
Documents Proposals") to approve on an advisory non-binding basis by way of
special resolution the following material differences between the Cayman
Constitutional Documents and the Proposed Organizational Documents:
A. Advisory Organizational Documents Proposal 5A. To authorize the change in the
authorized capital stock of D8 from 200,000,000 D8 Class A Ordinary Shares,
par value
Class B Ordinary Shares, par value
Shares" and, together with the D8 Class A Ordinary Shares, the "D8 Ordinary
Shares"), and 1,000,000 preference shares, par value
"Preference Shares"), to 300,000,000 shares of Class A common stock, par value
A Stock"), and 22,000,000 shares of Class B common stock, par value
per share of New Vicarious Surgical (the "New Vicarious Surgical Class B
Stock", together with the New Vicarious Surgical Class A Stock, the "New
Vicarious Surgical Common Stock") and 1,000,000 shares of preferred stock, par
value
("Advisory Organizational Documents Proposal 5A"). The Advisory Organizational
Documents Proposal 5A was approved. The final voting tabulation for this
proposal was as follows:
FOR AGAINST ABSTAIN
27,280,870 3,397,663 513,735
B. Advisory Organizational Documents Proposal 5B. To authorize a dual class
common stock structure pursuant to which holders of New Vicarious Surgical
Class A Stock will be entitled to one vote per share and holders of New
Vicarious Surgical Class
each matter properly submitted to New Vicarious Surgical's stockholders
entitled to vote ("Advisory Organizational Documents Proposal 5B"). The
Advisory Organizational Documents Proposal 5B was approved. The final voting
tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
27,250,674 3,425,058 516,536
C. Advisory Organizational Documents Proposal 5C. To approve a provision
providing that each outstanding share of New Vicarious Surgical Class
shall automatically convert into one share of New Vicarious Surgical Class A
Stock upon the first date on which the Vicarious Surgical Founders and
Qualified Stockholders (each as defined in the Organizational Documents)
collectively cease to beneficially own at least 20% of the number of shares of
New Vicarious Surgical Class
Surgical Founders and their Permitted Transferees (as defined in the
Organizational Documents) as of the Effective Date, and that upon the date
that a Vicarious Surgical Founder ceases to provide service to New Vicarious
Surgical each share of New Vicarious Surgical Class
Vicarious Surgical Founder or such Vicarious Surgical Founder's Permitted
Transferees shall automatically convert into one share of New Vicarious
Surgical Class A Stock ("Advisory Organizational Documents Proposal 5C"). The
Advisory Organizational Documents Proposal 5C was approved. The final voting
tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
28,347,371 2,334,540 510,357
D. Advisory Organizational Documents Proposal 5D. To authorize a declassified
board of directors whereby each member of the board of directors of New
Vicarious Surgical will be elected at each annual meeting of stockholders (or
special meeting in lieu thereof) ("Advisory Organizational Documents Proposal
5D"). The Advisory Organizational Documents Proposal 5D was approved. The
final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
30,663,477 25,108 503,683
E. Advisory Organizational Documents Proposal 5E. To authorize adopting
as the exclusive forum for certain stockholder litigation and to authorize
adopting the federal district courts of
exclusive forum for resolving complaints asserting a cause of action under the
Securities Act of 1933, as amended ("Advisory Organizational Documents
Proposal 5E"). The Advisory Organizational Documents Proposal 5E was approved.
The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
27,494,166 3,189,573 508,529
2
F. Advisory Organizational Documents Proposal 5F. To approve provisions providing
that the affirmative vote of at least 66 2/3% of the voting power of all the
then outstanding shares of capital stock entitled to vote generally in the
election of directors, voting together as a single class, will be required for
stockholders to amend, alter, repeal or rescind all or any portion of
Article 4(B), Article 5, Article 6, Article 7 or Article 9 of the Proposed
Certificate of Incorporation; provided that, for so long as there are shares
of New Vicarious Surgical Class
may not, without the prior affirmative vote of the holders of 66 2/3% of the
New Vicarious Surgical Class
vote required by applicable law or the Proposed Certificate of Incorporation,
directly or indirectly, whether by amendment, or through merger,
recapitalization, consolidation or otherwise amend, alter, change, repeal or
adopt any provision of the Proposed Certificate of Incorporation (1) in a
manner that is inconsistent with, or that otherwise alters or changes, any of
the voting, conversion, dividend or liquidation provisions of the shares of
New Vicarious Surgical Class
privileges thereof; (2) to provide for each share of New Vicarious Surgical
Class A Stock to have more than one vote per share or any rights to a separate
class vote of the holders of shares of New Vicarious Surgical Class A Stock
other than as provided by the Proposed Certificate of Incorporation or
required by the DGCL; or (3) to otherwise adversely impact or affect the
rights, powers, preferences or privileges of the shares of New Vicarious
Surgical Class
it affects the rights, powers, preferences or privileges of the shares of New
Vicarious Surgical Class A Stock, provided further, so long as any shares of
New Vicarious Surgical Class A Stock remain outstanding, New Vicarious
Surgical may not, without the prior affirmative vote of the holders of a
majority of the outstanding shares of New Vicarious Surgical Class A Stock,
voting as a separate class, in addition to any other vote required by
applicable law or the Proposed Certificate of Incorporation, directly or
indirectly, whether by amendment, or through merger, recapitalization,
consolidation or otherwise amend, alter, change, repeal or adopt any provision
of the Proposed Certificate of Incorporation (1) in a manner that is
inconsistent with, or that otherwise alters or changes the powers,
preferences, or special rights of the shares of New Vicarious Surgical Class A
Stock so as to affect them adversely; or (2) to provide for each share of New
Vicarious Surgical Class
any rights to a separate class vote of the holders of shares of New Vicarious
Surgical Class
Incorporation or required by the DGCL ("Advisory Organizational Documents
Proposal 5F"). The Advisory Organizational Documents Proposal 5F was approved.
The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
28,023,223 2,652,921 516,124
G. Advisory Organizational Documents Proposal 5G. To approve provisions
permitting the removal of a director only for cause and only by the
affirmative vote of the holders of at least 66 2/3% of the outstanding shares
entitled to vote at an election of directors, voting together as a single
class ("Advisory Organizational Documents Proposal 5G"). The Advisory
Organizational Documents Proposal 5G was approved. The final voting tabulation
for this proposal was as follows:
FOR AGAINST ABSTAIN
26,744,304 3,929,745 518,219
H. Advisory Organizational Documents Proposal 5H. To approve provisions providing
that the affirmative vote of at least 66 2/3% of the voting power of all the
then outstanding shares of capital stock entitled to vote at an election of
directors, voting as a single class, will be required for stockholders to
alter, amend or repeal, in whole or in part, any provision of the Proposed
Bylaws or to adopt any provision inconsistent therewith ("Advisory
Organizational Documents Proposal 5H"). The Advisory Organizational Documents
Proposal 5H was approved. The final voting tabulation for this proposal was as
follows:
FOR AGAINST ABSTAIN
28,025,683 2,656,483 510,102
I. Advisory Organizational Documents Proposal 5I. To approve provisions requiring
that special meetings may be called only by the New Vicarious Surgical Board
(except in the case of any holders of Preferred Stock if applicable)
("Advisory Organizational Documents Proposal 5I"). The Advisory Organizational
Documents Proposal 5I was approved. The final voting tabulation for this
proposal was as follows:
FOR AGAINST ABSTAIN
28,326,541 2,354,722 511,005
J. Advisory Organizational Documents Proposal 5J. To approve provisions that
prohibit stockholder action by written consent in lieu of a meeting.
("Advisory Organizational Documents Proposal 5J"). The Advisory Organizational
Documents Proposal 5J was approved. The final voting tabulation for this
proposal was as follows:
FOR AGAINST ABSTAIN
28,307,217 2,372,633 512,418
K. Advisory Organizational Documents Proposal 5K. To approve provisions providing
that New Vicarious Surgical renounces a corporate opportunity that is
presented to, or acquired, created or developed by, or which otherwise comes
into the possession of, any non-employee director of New Vicarious Surgical,
unless such opportunity is presented to, or acquired, created or developed by,
or otherwise comes into the possession of such person expressly and solely in
connection with such individual's service as a member of the Board ("Advisory
Organizational Documents Proposal 5K"). The Advisory Organizational Documents
Proposal 5K was approved. The final voting tabulation for this proposal was as
follows:
FOR AGAINST ABSTAIN
28,543,101 2,135,365 513,802
3
L. Advisory Organizational Documents Proposal 5L. To provide for certain
additional changes, including, among other things, (i) making New Vicarious
Surgical's corporate existence perpetual and (ii) removing certain provisions
related to D8's status as a blank check company that will no longer be
applicable upon consummation of the Business Combination, all of which the D8
Board believes is necessary to adequately address the needs of New Vicarious
Surgical after the Business Combination ("Advisory Organizational Documents
Proposal 5L"). The Advisory Organizational Documents Proposal 5L was approved.
The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
28,560,748 2,124,007 507,513
6. The New Vicarious Surgical Equity Incentive Plan Proposal. To consider and
vote upon a proposal to approve by ordinary resolution the New Vicarious
Surgical Equity Incentive Plan (the "New Vicarious Surgical Equity Incentive
Plan Proposal"). The New Vicarious Surgical Equity Incentive Plan Proposal was
approved. The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
29,015,175 2,145,810 31,283
7. The Director Election Proposal. To consider and vote upon a proposal to
approve by way of ordinary resolution the election of nine directors to serve
on the New Vicarious Surgical board of directors until the 2022 annual meeting
of stockholders and until their respective successors are duly elected and
qualified (the "Director Election Proposal"). The Director Election Proposal
was approved. The final voting tabulation for this proposal was as follows:
NOMINEE FOR WITHHOLD
Donald Tang 28,940,609 2,251,659
David Ho 28,940,611 2,251,657
Samir Kaul 28,940,111 2,252,157
Dror Berman 28,938,317 2,253,951
David Styka 28,027,338 3,164,930
Adam Sachs 28,939,448 2,252,820
Sammy Khalifa 28,937,037 2,255,231
Ric Fulop 28,938,039 2,254,229
Philip Liang 28,936,798 2,255,470
8. The Shareholder Adjournment Proposal. To consider and vote upon a proposal to
approve by way of ordinary resolution 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 "Shareholder Adjournment Proposal"). The Shareholder Adjournment
Proposal was approved. The final voting tabulation for this proposal was as
follows:
FOR AGAINST ABSTAIN
29,003,381 2,169,886 19,001
The proposal to approve 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 was deemed not necessary and not acted upon at the Extraordinary General Meeting because there were sufficient votes at the time of the Extraordinary General Meeting to approve the adoption of the required proposals.
A total of 26,745,028 Class A ordinary shares were presented for redemption in
connection with the Extraordinary General Meeting. As a result, there will be
approximately
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 the Company under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedSeptember 15, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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