GLOBAL CONSUMER ACQUISITION CORP. Item 5.07. Submissions of Matters to a Vote of Security Holders.
As previously disclosed, on
On
As of
PROPOSAL 1:
The Luminex Business Combination Proposal - to consider and vote, assuming the Charter Proposal (as defined below) is approved and adopted, upon a proposal to approve the transactions contemplated under the Luminex SPA (such proposal, the "Luminex Business Combination Proposal"). Approval of the Luminex Business Combination Proposal required the affirmative vote of the majority of the issued and outstanding shares of GACQ Common Stock, present in person by virtual attendance or represented by proxy, and entitled to vote at the Meeting Proposal Number One received the following votes:
For Against Abstain
18,909,414 1,730,425 1
The proposal was approved.
2
PROPOSAL 2:
The GP Global Business Combination Proposal - to consider and vote, assuming the Charter Proposal is approved and adopted, upon a proposal to approve the transactions contemplated under the GP Global SPA (such proposal, the "GP Global Business Combination Proposal"). Approval of the GP Global Business Combination Proposal required the affirmative vote of the majority of the issued and outstanding shares of GACQ Common Stock, present in person by virtual attendance or represented by proxy, and entitled to vote at the Meeting. Proposal Number Two received the following votes:
For Against Abstain 18,909,413 1,730,426 1 The proposal was approved. PROPOSAL 3:
The Charter Proposal - to consider and vote, assuming that the Luminex Business Combination Proposal or the GP Global Business Combination Proposal is approved and adopted, upon a proposal to approve the proposed Second Amended and Restated Certificate of Incorporation of GACQ. Approval of the Charter Proposal required the vote of the majority of the outstanding shares of GACQ Common Stock. Proposal Number Three received the following Votes:
For Against Abstain 18,909,414 1,730,425 1 The proposal was approved. PROPOSAL 4:
The Advisory Charter Proposals - to approve and adopt, on a non-binding advisory
basis, the following material differences between the Proposed Charter and the
Current Charter, which are being presented in accordance with the requirements
of the
a) Advisory Charter Proposal A-Name of the Combined Company received the following votes: For Against Abstain 17,914,665 1,730,426 994,749 b) Advisory Charter Proposal B- Provisions Specific to aBlank Check Company received the following votes:. For Against Abstain 17,562,549 1,730,425 1,346,866 3 c) Advisory Charter Proposal C- Authorized Shares of Combined Company's Preferred Stock received the following votes: For Against Abstain 17,374,982 1,917,992 1,346,866 d) Advisory Charter Proposal D- Voting Threshold fir Director Removal received the following votes: For Against Abstain 17,374,983 1,917,991 1,346,866 e) Advisory Charter Proposal E- Business Combinations received the following votes: For Against Abstain 17,374,982 1,917,992 1,346,866
The Advisory Charter Proposals were approved.
PROPOSAL 5:
The Nasdaq Proposal - to consider and vote upon a proposal to approve the issuance of more than 20% of the issued and outstanding shares of GACQ Common Stock in connection with the issuance of a maximum of 8,170,000 shares of GACQ Common Stock (subject to adjustment as described in the Proxy Statement) pursuant to the terms of the GP Global SPA, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and 5635(b) Approval of Proposal Five required the affirmative vote of the holders of a majority of the shares of GACQ Common Stock present or represented at the Meeting, by ballot, proxy or electronic ballot, and entitled to vote at the Meeting. Proposal Number Five received the following votes:
For Against Abstain 18,865,450 1,730,435 43,955 The proposal was approved. PROPOSAL 6:
The Directors Proposal - to consider and vote, assuming the Luminex Business
Combination Proposal is approved and adopted, upon a proposal to elect,
effective as of the consummation of the Luminex Business Combination,
Nominee For Withheld Sergio Pedreiro 17,914,665 2,725,175 Rohan Ajila 17,914,666 2,725,174 Gautham Pai 17,914,665 2,725,175 Art Drogue 20,243,767 396,073 Tom Clausen 20,595,883 43,957 Dennis Tse 20,595,884 43,956
The nominees have been approved.
4
PROPOSAL 7:
The Incentive Plan Proposal - to consider and vote, assuming the Luminex
Business Combination Proposal is approved and adopted, upon a proposal to
approve the
For Against Abstain 17,418,935 3,220,904 1 The proposal was approved. PROPOSAL 8:
The Current Charter Amendment Proposal - to consider and vote upon a proposal to
modify Article SIXTH (D) in the Current Charter in order to expand the methods
that GACQ may employ to not become subject to the "penny stock" rules of the
For Against Abstain 18,865,460 1,730,425 42,955
The proposal was approved.
PROPOSAL 9:
The Adjournment Proposal - to consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve each of the Luminex Business Combination Proposal, GP Global Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Directors Proposal, the Incentive Plan Proposal, and the Current Charter Amendment Proposal. Approval of Proposal Nine required the affirmative vote of the holders of a majority of the shares of GACQ Common Stock present or represented at the Meeting, by ballot, proxy or electronic ballot, and entitled to vote at the Meeting. Proposal Number Nine received the following votes:
For Against Abstain 18,909,413 1,730,426 1
Since there were already sufficient votes to approve all other proposals, this proposal was rendered moot and not voted on at the Special Meeting.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
5© Edgar Online, source
