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 Special Meeting, the Company's shareholders approved, among other items,
the 2022 Long-Term Incentive Plan (the "Incentive Plan") and the Employee Stock
Purchase Plan (the "ESPP"). A description of the material terms of each of the
Incentive Plan and the ESPP is included in DSAC's definitive proxy
statement/prospectus filed with the
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Special Meeting was held on
There were 17,500,000 Class A ordinary shares and 4,375,000 Class B ordinary
shares of DSAC outstanding as of
Set forth below are the proposals voted upon at the Special Meeting (each of which is described in the Proxy Statement) and the final voting results.
1. Approve by ordinary resolution DSAC's entry into the Merger Agreement, a copy
of which is attached to the Proxy Statement as Annex A, pursuant to which, among other things, DSAC will be domesticated as aDelaware corporation and, promptly thereafter, Grassroots Merger Sub. Inc. will merge with and intoFiscalNote , withFiscalNote surviving the merger as a wholly owned subsidiary of DSAC (the transactions contemplated by the Business Combination Agreement, the "Business Combination"). FOR AGAINST ABSTAIN BROKER NON-VOTE 16,519,486 1,331,929 0 0
2. Approve by special resolution in accordance with Article 185 of DSAC's amended
and restated articles of association, the transfer of DSAC by way of continuation toDelaware pursuant to Part XII of the Companies Act (As Revised) of theCayman Islands and Section 388 of the General Corporation Law of theState of Delaware (the "DGCL") and, immediately upon being de-registered in theCayman Islands , continuing and domesticating as a corporation incorporated under the laws of theState of Delaware (the "Domestication"). FOR AGAINST ABSTAIN BROKER NON-VOTE 16,519,486 1,331,929 0 0
3. Approve by special resolution the proposed certificate of incorporation of
DSAC (the "Proposed Charter") and the proposed bylaws of DSAC (the "Proposed Bylaws"), copies of which are attached to the Proxy Statement as Annexes B and C, respectively, of the Proxy Statement, which together will replace DSAC's amended and restated memorandum and articles of association, datedOctober 22, 2020 (the "Current Charter"), and will become effective upon the completion of the Domestication in connection with the closing of the Business Combination (the "Closing"). FOR AGAINST ABSTAIN BROKER NON-VOTE 16,519,486 1,331,929 0 0
4. Approve by a non-binding, advisory resolution, that New FiscalNote will be
authorized to issue 1,809,000,000 shares of capital stock under the Proposed Charter, consisting of (i) 1,709,000,000 shares of common stock, including 1,700,000,000 shares of New FiscalNote Class A common stock, par value$0.0001 per share ("New FiscalNote Class A common stock"), 9,000,000 shares of New FiscalNote Class B common stock, par value$0.0001 per share ("New FiscalNote Class B common stock"), and (ii) 100,000,000 shares of preferred stock, par value$0.0001 per share, as opposed to the Current Charter, which authorizes DSAC to issue 201,000,000 capital shares, consisting of (i) 200,000,000 ordinary shares, including 180,000,000 DSAC Class A ordinary shares, par value$0.0001 per share, and 20,000,000 DSAC Class B ordinary shares, par value$0.0001 per share, and (ii) 1,000,000 preference shares, par value$0.0001 per share. FOR AGAINST ABSTAIN BROKER NON-VOTE 14,888,936 2,962,479 0 0
5. Approve by a non-binding, advisory resolution, that holders of shares of New
FiscalNote Class A common stock will be entitled to cast one vote per share of New FiscalNote Class A common stock on each matter properly submitted to NewFiscalNote's stockholders entitled to vote, and holders of shares of New FiscalNote Class B common stock will be entitled to cast 25 votes per share of New FiscalNote Class B common stock on each matter properly submitted to NewFiscalNote's stockholders entitled to vote, except as otherwise expressly provided in the Proposed Charter or required by applicable law, as opposed to each DSAC Class A ordinary share and DSAC Class B ordinary share being entitled to one vote per share on each matter properly submitted to DSAC's shareholders entitled to vote. FOR AGAINST ABSTAIN BROKER NON-VOTE 14,858,151 2,993,264 0 0
6. Approve by a non-binding, advisory resolution, that, subject to the rights of
holders of any series of preferred stock to elect directors, the number of directors constituting the New FiscalNote board of directors (the "New FiscalNote Board") shall be fixed from time to time by the New FiscalNote Board; provided, that unless otherwise approved by the Requisite Stockholder Consent (as defined in the Proxy Statement), the number of the directors shall be no less than five (5) and shall not exceed twelve (12). FOR AGAINST ABSTAIN BROKER NON-VOTE 14,858,151 2,993,264 0 0
7. Approve by a non-binding, advisory resolution, that (i) the number of
authorized shares of New FiscalNote Class A common stock and New FiscalNote Class B common stock may be increased by the affirmative vote of the holders of shares representing a majority of the voting power of all of the outstanding shares of capital stock of New FiscalNote entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), (ii) the number of authorized shares of New FiscalNote Class A common stock or New FiscalNote preferred stock may be decreased (but not below the number of shares thereof then outstanding or, in the case of the New FiscalNote Class A common stock, the number of shares of New FiscalNote Class A common stock reserved for issuance upon the conversion of shares of New FiscalNote Class B common stock) by the affirmative vote of the holders of shares representing a majority of the voting power of all of the outstanding shares of capital stock of New FiscalNote entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and (iii) the number of authorized shares of New FiscalNote Class B common stock may be decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of a majority of the voting power of all of the outstanding shares of New FiscalNote Class B common stock, as opposed to DSAC requiring an increase in share capital by ordinary resolution. FOR AGAINST ABSTAIN BROKER NON-VOTE 16,455,922 1,395,493 0 0
8. Approve by a non-binding, advisory resolution, all other changes in the
Proposed Charter and the Proposed Bylaws, including (1) adoptingDelaware as the exclusive forum for certain stockholder litigation and the federal district courts ofthe United States as the exclusive forum for certain other stockholder litigation, in each case unless New FiscalNote expressly consents in writing to the selection of an alternative forum and (2) removing certain provisions related to DSAC's status as a blank check company that will no longer be applicable upon consummation of the Business Combination. FOR AGAINST ABSTAIN BROKER NON-VOTE 14,921,715 2,929,700 0 0
9. Approve by a non-binding, advisory resolution, authorization of an amendment
to the Proposed Charter in order to change the corporateName of "Duddell Street Acquisition Corp. " to "FiscalNote Holdings, Inc. " in connection with the consummation of the Business Combination. FOR AGAINST ABSTAIN BROKER NON-VOTE 16,519,486 1,331,929 0 0
10. Approve by holders of Class B ordinary shares of DSAC the election of each of
Tim Hwang ,Gerald Yao ,Michael J. Callahan ,Key Compton ,Stanley McChrystal ,Keith Nilsson ,Anna Sedgley ,Brandon Sweeney ,Conrad Yiu andManoj Jain , in each case, to serve as a director of New FiscalNote until his or her respective successor is duly elected and qualified, or until his or her earlier death, resignation or removal. FOR WITHHELD BROKER NON-VOTE 4,375,000 0 0
11. Approve by ordinary resolution, for the purposes of complying with the
applicable listing rules of theNasdaq Stock Market ("Nasdaq"), the issuance of (x) shares of New FiscalNote Class A common stock pursuant to the terms of the Business Combination Agreement, and (y) shares of New DSAC's Class A common stock to be issued pursuant to the Backstop Agreement (as defined in the Proxy Statement), plus any additional shares pursuant to subscription agreements DSAC may enter into prior to Closing. FOR AGAINST ABSTAIN BROKER NON-VOTE 16,519,486 1,331,929 0 0
12. Approve by ordinary resolution the Incentive Plan, a copy of which is
attached to the Proxy Statement as Annex E, including the authorization of the initial share reserve under the Incentive Plan. FOR AGAINST ABSTAIN BROKER NON-VOTE 15,716,659 2,134,756 0 0
13. Approve by ordinary resolution the ESPP, a copy of which is attached to the
Proxy Statement as Annex F, including the authorization of the initial share reserve under the ESPP. FOR AGAINST ABSTAIN BROKER NON-VOTE 16,468,864 1,382,551 0 0
14. Approve by ordinary resolution the adjournment of the Special Meeting to a
later date or dates, if necessary. FOR AGAINST ABSTAIN BROKER NON-VOTE 16,198,345 1,652,870 0 0 Item 8.01 Other Events
On
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy Statement,
the anticipated closing date of the Business Combination is
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 99.1 Press Release datedJuly 27, 2022 . 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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