FORT ACQU Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the Company's stockholders approved the Business Combinations Proposal, the Charter Amendment Proposal, the Bylaw Amendment Proposal, the Governance Proposals, the Nasdaq Proposal, and the 2021 Plan Proposal, in each case as defined and described in greater detail in the Proxy Statement. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company's stockholders as the Business Combinations Proposal, the Charter Amendment Proposal, the Bylaw Amendment Proposal, the Governance Proposals, the Nasdaq Proposal and the 2021 Plan Proposal each received a sufficient number of votes for approval.
Set forth below are the final voting results for the Business Combinations Proposal, the Charter Amendment Proposal, the Bylaw Amendment Proposal, the Governance Proposals, the Nasdaq Proposal and the 2021 Plan Proposal:
The Business Combinations Proposal
The proposal to approve and adopt the Merger Agreement and the Transaction and Combination Agreement and the transactions contemplated thereby, was approved. The voting results of the shares of the Class A Common Stock were as follows:
For Against Abstentions 26,164,913 2,276,533 54,600
The Charter Amendment Proposal
The proposal to approve and adopt the proposed second amended and restated certificate of incorporation of the Company attached as Annex C to the Proxy Statement (the "Proposed Charter"), was approved. The voting results of the shares of the Class A Common Stock were as follows:
For Against Abstentions 26,155,908 2,285,638 54,500
The Bylaw Amendment Proposal
The proposal to approve amendments to the Company's bylaws, in the form of the amended and restated bylaws attached as Annex D to the Proxy Statement (the "Proposed Bylaws") was approved. The voting results of the shares of the Class A Common Stock were as follows:
For Against Abstentions 26,155,918 2,285,628 54,500
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Governance Proposals
The following eight (8) separate governance proposals (the "Governance Proposals") relating to the following material differences between the Company's current amended and restated certificate of incorporation and the Proposed Charter and the Company's current bylaws and the Proposed Bylaws, were approved on a non-binding advisory basis. The voting results of the shares of Class A Common Stock for each of the Governance Proposals were as follows:
Proposed Charter
(a) Advisory Governance Proposal 4A-to increase the number of authorized
shares of Class A Common Stock from 200,000,000 to 800,000,000 and
increase the number of authorized shares of preferred stock from
1,000,000 to 10,000,000:
For Against Abstentions
24,058,128 4,383,918 54,000
(b) Advisory Governance Proposal 4B-to create a new class of capital stock,
Class V Common Stock, which will carry certain voting rights but no
economic rights, and set the number of authorized shares of Class V
Common Stock to 205,000,000:
For Against Abstentions
24,655,316 3,785,730 55,000
(c) Advisory Governance Proposal 4C-to provide that the post-combination
company renounces all interest and expectancy that the post-combination
company would be entitled to have in, and all rights to be offered an
opportunity to participate in, any business opportunity that from time to
time may be presented to Foresight Sponsor Group, LLC and Chicago Pacific
Founders or their affiliates (other than the post-combination company and
its subsidiaries), and any of their respective principals, members,
directors, partners, stockholders, officers, employees or other
representatives (other than any such person who is also an officer or
employee of the post-combination company or its subsidiaries), or any
director or stockholder who is not employed by the post-combination
company or its subsidiaries:
For Against Abstentions
24,056,908 4,385,138 54,000
(d) Advisory Governance Proposal 4D-to provide for certain additional
changes, including, among other things, (i) changing the corporate name
from "Foresight Acquisition Corp. " to "P3 Health Partners Inc. ", (ii)
making the post-combination company's corporate existence perpetual, and
(iii) removing certain provisions related to the Company's status as a
blank check company that will no longer be applicable upon consummation
of the Business Combinations, all of which the Company's board of
directors believe is necessary to adequately address the needs of the
post-combination company after the Business Combinations:
For Against Abstentions
26,154,903 2,286,143 55,000
(e) Advisory Governance Proposal 4E-to modify the forum selection provision
to designate the U.S. federal district courts as the exclusive forum for
claims arising under the Securities Act of 1933, as amended (the
"Securities Act") and provide that the forum selection provision will not
apply to claims seeking to enforce any liability or duty created by the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):
For Against Abstentions
25,544,388 2,896,658 55,000
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Proposed Bylaws
(f) Advisory Governance Proposal 4F-to update the advance notice requirements
for stockholder proposals and nominations to require enhanced disclosure
about both the proposing stockholder and the nominee, including director
questionnaires, disclosures of voting commitments and compensation
arrangements, representations that any nominee will comply with all
post-combination company board policies and enhanced disclosure of
derivative and synthetic ownership interests:
For Against Abstentions
26,152,399 2,289,647 54,000
(g) Advisory Governance Proposal 4G-to provide that special meetings of
stockholders may be called by the Chairman of the post-combination
company board or a majority of the whole board:
For Against Abstentions
24,061,438 4,380,308 54,300
(h) Advisory Governance Proposal 4H-to change the required vote for
stockholder approval in order to alter, amend or repeal the bylaws from
the affirmative vote of a majority of the voting power of all outstanding
shares of capital stock of the post-combination company entitled to vote
generally in the election of directors, voting together as a single
class, to at least sixty-six and two-thirds percent (66 2/3%) of the
voting power of all of the outstanding voting stock of the
post-combination company entitled to vote:
For Against Abstentions24,650,018 3,792,028 54,000 Nasdaq Proposal
The proposal to approve, in connection with the Business Combinations, for
purposes of complying with applicable listing rules of The Nasdaq Capital
Market: (a) the issuance of (i) shares of Class A Common Stock to the blocker
sellers in the transactions contemplated by the Transaction and Combination
Agreement and (ii) shares of Class V Common Stock to the P3 equityholders who
subscribe for shares of Class V Common Stock in the P3 equityholders
subscription, with the number of such shares of Class A Common Stock and Class V
Common Stock being up to 10,048,179 and 202,551,822, respectively; (b) the
issuance, in a private placement to be consummated concurrently with the closing
of the Business Combinations, of up to 20,870,307 shares of Class A Common Stock
for a purchase price of
For Against Abstentions 26,155,899 2,286,147 54,000
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2021 Plan Proposal
The proposal to approve the adoption of the
For Against Abstentions 26,152,084 2,288,657 55,305
Holders of an aggregate of 27,887,684 shares of Class A Common Stock exercised their right to redeem their shares.
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