FINH ACQU Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed in the Current Report on Form 8-K filed with the
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The Adjournment Proposal was not presented at the Special Meeting because there were enough votes to approve each of the other proposals at the Special Meeting.
Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders of FTIV at the Special Meeting.
The Business Combination Proposal. A proposal to approve the Business Combination and adopt the Business Combination Agreement:
For Against Abstain Broker Non-Votes
24,946,240 152 228 0
The Nasdaq Proposal. A proposal to approve (i) for purposes of complying with
Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the
Company's issued and outstanding common stock and the resulting change of
control in connection with the Business Combination; and (ii) for purposes of
complying with Nasdaq Listing Rule 5635(d), the issuance of 12,500,000 shares of
common stock in connection with the
For Against Abstain Broker Non-Votes
24,942,878 3,376 366 0
The Charter Classified Board Proposal. A proposal to approve proposed amendments to the Existing Certificate of Incorporation to create an additional class of directors so that there will be three classes of directors with staggered terms of office, and make certain related changes:
For Against Abstain Broker Non-Votes
22,809,536 2,136,806 278 0
The Charter Corporate Opportunity Proposal. A proposal to approve proposed
amendments to the Existing Certificate of Incorporation to provide that certain
transactions are not "corporate opportunities" and that the
For Against Abstain Broker Non-Votes
22,983,288 1,963,054 278 0
Authorized Capital Stock Proposal. A proposal to approve proposed amendments to the Existing Certificate of Incorporation to increase the number of authorized shares of the Company's capital stock:
For Against Abstain Broker Non-Votes
23,039,335 1,906,889 396 0
The Class B Stock Proposal. A proposal to approve proposed amendments to the Existing Certificate of Incorporation to create additional classes of the Company's common stock to be designated as Class B-1 common stock, having 10 votes per share, and Class B-2 common stock, having 1 vote per share:
For Against Abstain Broker Non-Votes
22,793,624 2,151,618 1,378 0
The Charter Additional Amendments Proposal. A proposal to approve proposed
amendments to the Existing Certificate of Incorporation to provide for
additional changes, principally including changing the Company's name from
"
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For Against Abstain Broker Non-Votes
24,945,620 772 228 0
The Existing Director Election Proposal. A proposal to elect the following directors to serve on the Company's board of directors as Class I directors under the Existing Certificate of Incorporation until the earlier of the Closing and the 2022 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death:
Broker
Director For Withheld Non-Votes
Betsy Z. Cohen 23,002,071 1,944,549 0
Brittain Ezzes 23,003,086 1,943,534 0
Madelyn Antoncic 23,003,036 1,943,584 0
The Business Combination Director Election Proposal. A proposal to elect three Class I directors, three Class II directors, and three Class III directors to serve, effective as of, and contingent upon, the Closing, on the Company's board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death:
Broker
Director For Withheld Non-Votes
Class I - 2022 Annual Meeting of Stockholders
Joseph R. Perella 22,826,616 2,120,004 0
Ivan G. Seidenberg 24,733,702 212,918 0
Daniel G. Cohen 22,362,197 2,584,423 0
Class II - 2023 Annual Meeting of Stockholders
Jorma Ollila 24,715,466 231,154 0
Robert K. Steel 22,826,616 2,120,004 0
Andrew Bednar 22,826,616 2,120,004 0
Class III - 2024 Annual Meeting of Stockholders
Peter A. Weinberg 22,861,274 2,085,346 0
Jane C. Sherburne 24,734,697 211,923 0
Dietrich Becker 22,825,616 2,121,004 0
The Incentive Plan Proposal. A proposal to adopt the
For Against Abstain Broker Non-Votes
21,880,359 3,063,393 2,868 0
The French Sub-Plan Proposal. A proposal to adopt the French Sub-Plan under the
Incentive Plan:
For Against Abstain Broker Non-Votes
23,780,763 1,162,178 3,679 0
Item 7.01 Regulation FD Disclosure
The information in this Item 7.01, including Exhibit 99.1, is furnished and 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, or the Exchange Act, regardless of any general incorporation language in such filings.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated as of June 22, 2021 --------------------------------------------------------------------------------
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