Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 7, 2021, Decarbonization Plus Acquisition Corporation III, a
Delaware corporation (the "Company"), convened a special meeting of stockholders
(the "Special Meeting"). At the Special Meeting, the Company's stockholders
voted on the proposals set forth below, each of which is described in greater
detail in the final proxy statement/prospectus (File No. 333-258681) filed by
the Company with the U.S. Securities and Exchange Commission on November 10,
2021.
There were 43,750,000 shares of common stock issued and outstanding at the close
of business on October 29, 2021, the record date (the "Record Date") for the
Special Meeting. At the Special Meeting, there were 27,884,608 shares present
either by proxy or online, representing approximately 63.73% of the total
outstanding shares of the Company's common stock as of the Record Date.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - The Business Combination Proposal
The Business Combination Agreement and Plan of Reorganization, dated as of
June 15, 2021 (as amended by the First Amendment to the Business Combination
Agreement dated October 12, 2021, the "Business Combination Agreement"), by and
among the Company, DCRB Merger Sub Inc., a Delaware corporation and a wholly
owned subsidiary of the Company, and Solid Power, Inc., a Colorado corporation
("Solid Power"), was approved and adopted, and the merger and all other
transactions contemplated by the Business Combination Agreement were approved.
The voting results were as follows:
Votes For Votes Against Abstentions
27,870,643 8,427 5,538
Proposal No. 2 - The Authorized Share Charter Proposal
The amendment to the Company's Amended and Restated Certificate of Incorporation
(the "Charter") to increase the number of authorized shares of the Company's
capital stock, par value $0.0001 per share, from 271,000,000 shares, consisting
of (a) 270,000,000 shares of common stock, including 250,000,000 shares of
Class A common stock (the "Class A Common Stock") and 20,000,000 shares of
Class B common stock (the "Class B Common Stock"), and (b) 1,000,000 shares of
preferred stock, to 2,200,000,000 shares, consisting of (i) 2,000,000,000 shares
of common stock, par value $0.0001, and (ii) 200,000,000 shares of preferred
stock, was approved. The voting results were as follows:
Votes For Votes Against Abstentions
25,875,862 1,964,624 44,122
Proposal No. 3 - The Additional Charter Proposal
The amendment to the Charter to (i) eliminate provisions in the Charter relating
to the Company's initial business combination that will no longer be applicable
to the Company following the closing of the business combination (the
"Closing"); (ii) change the post-combination company's name to "Solid Power,
Inc." (iii) change the minimum stockholder vote required to amend, repeal or
modify certain specified provisions of the Company's proposed second amended and
restated certificate of incorporation (the "Proposed Second A&R Charter") or any
provision inconsistent with any provision of the post-combination company's
amended and restated bylaws; (iv) provide for the removal of a director only for
cause and only by the affirmative vote of the holders of at least a majority of
the voting power of the stock outstanding and entitled to vote thereon;
(v) remove the right of holders of Class B Common Stock to act by written
consent; and (vi) remove the designation of certain courts as the exclusive
forum for certain types of stockholder claims was approved. The voting results
were as follows:
Votes For Votes Against Abstentions
27,486,948 380,036 17,624
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Proposal No. 4 - The Nasdaq Proposal
The proposal to approve, for purposes of complying with applicable listing rules
of the Nasdaq Capital Market, (a) the issuance (or reservation for issuance in
respect of certain options, restricted stock, and warrants issued in exchange
for outstanding pre-merger options, restricted stock, and warrants of Solid
Power) of 139,161,127 shares of Class A Common Stock and (b) the issuance and
sale of 19,500,000 shares of Class A Common Stock in the private offering of
securities to certain investors was approved. The voting results were as
follows:
Votes For Votes Against Abstentions
27,831,597 25,627 27,384
Proposal No. 5 - The 2021 Plan Proposal
The Solid Power, Inc. 2021 Equity Incentive Plan and material terms thereunder
were approved and adopted. The voting results were as follows:
Votes For Votes Against Abstentions
27,299,413 545,281 39,914
Proposal No. 6 - The ESPP Proposal
The Solid Power, Inc. 2021 Employee Stock Purchase Plan and material terms
thereunder were approved and adopted. The voting results were as follows:
Votes For Votes Against Abstentions
27,415,433 438,257 30,918
Proposal No. 7 - The Director Election Proposal
The Company's stockholders elected Erik Anderson and Robert Tichio to serve as
Class I directors until the 2022 annual meeting of stockholders, Douglas
Campbell and Steven H. Goldberg to serve as Class II directors until the 2023
annual meeting of stockholders and Rainer Feurer, David Jansen and John J.
Stephens to serve as Class III directors until the 2024 annual meeting of
stockholders, and until their respective successors are duly elected and
qualified, subject to such directors' earlier death, resignation, retirement,
disqualification or removal. The voting results were as follows:
Nominee Votes For Withheld
Erik Anderson 25,224,528 2,660,080
Robert Tichio 25,225,067 2,659,541
Douglas Campbell 27,733,683 150,925
Steven H. Goldberg 26,390,401 1,494,207
Rainer Feurer 27,733,877 150,731
David Jansen 27,733,414 151,194
John J. Stephens 26,389,536 1,495,072
Proposal No. 8 - The Adjournment Proposal
The adjournment of the Special Meeting to a later date or dates, if necessary or
appropriate, 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 other proposals was approved. The voting results were as
follows:
Votes For Votes Against Abstentions
27,821,588 31,476 31,544
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Item 8.01. Other Events.
Stockholders holding 210,171 shares of Class A Common Stock exercised their
right to redeem such shares for a pro rata portion of the funds in the Company's
trust account (the "Trust Account"). As a result, approximately $2,101,806 (or
approximately $10.00 per share) will be removed from the Trust Account to pay
such holders.
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