GORES HOLDINGS IV, INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. Business Combination Proposal. The stockholders approved that certain
Business Combination Agreement, dated as of
For Against Abstain Broker Non-Votes 32,368,086 52,211 25,875 0
2. Nasdaq Proposal. The stockholders approved, for purposes of complying with
applicable Nasdaq listing rules, the issuance of more than 20% of the Class A
Stock and Class
For Against Abstain Broker Non-Votes 32,349,589 60,004 36,579 0
3. Charter Approval Proposal. The stockholders adopted the proposed Second Amended and Restated Certificate of Incorporation of the Company (the "Proposed Charter"). The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 32,358,724 52,704 34,744 0
4. Governance Proposal. The stockholders approved, on a non-binding advisory
basis, a separate proposal with respect to certain governance provisions in the
Proposed Charter in accordance with
a. Proposal 4A: Change in Authorized Shares - to amend the Proposed Charter
to (i) increase the Post-Combination Company's total number of authorized
shares of capital stock from 221,000,000 shares to 9,200,000,000 shares
of capital stock, (ii) increase the Post-Combination Company's authorized
Class A Stock from 200,000,000 shares to 4,000,000,000 shares of Class A
Stock, (iii) create the Post-Combination Company's Class B Stock ,
consisting of 1,700,000,000 authorized shares of Class B Stock ,
(iv) create the Post-Combination Company's Class C Stock , consisting of
1,700,000,000 authorized shares of Class C Stock , (v) create the
Post-Combination Company's Class D Stock , consisting of 1,700,000,000
authorized shares of Class D Stock , and (vi) increase the
Post-Combination Company's authorized shares of Preferred Stock from
1,000,000 to 100,000,000 shares of Preferred Stock:
For Against Abstain Broker Non-Votes
23,675,350 8,648,414 122,408 0
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b. Proposal 4B: Dual-Class Stock - to amend the Proposed Charter to provide
for a capital structure pursuant to which, subject to applicable law and
the rights, if any, of the holders of any outstanding series of Preferred
Stock, the holders of outstanding shares of Common Stock of the
Post-Combination Company will vote together as a single class on all
matters with respect to which stockholders of the Post-Combination
Company are entitled to vote under applicable law, the Proposed Charter
or the proposed Amended and Restated Bylaws of the Post-Combination
Company (the "Amended and Restated Bylaws"), or upon which a vote of the
stockholders generally entitled to vote is otherwise called for by the
Post-Combination Company , in each such vote, (i) the holders of Class A
Stock and holders of Class C Stock will be entitled to one vote per share
of Class A Stock or Class C Stock , respectively, and (ii) holders of
Class B Stock and holders of Class D Stock will be entitled to ten votes
per share of Class B Stock or Class D Stock , respectively:
For Against Abstain Broker Non-Votes
23,891,266 8,439,731 115,175 0
c. Proposal 4C: Removal of Directors - to amend the Proposed Charter to
provide that until any time prior to 5:00 p.m. Eastern Time on the first
date following the date on which the voting power of all of the then
outstanding shares of Class B Stock and Class D Stock , voting together as
a single class, represents less than fifty percent (50%) of the voting
power of all of the then outstanding shares of the Post-Combination
Company generally entitled to vote, voting together as a single class
(the "Voting Rights Threshold Date"), any director of the
Post-Combination Company's Board elected by the stockholders generally
entitled to vote may be removed with or without cause, and, any time from
and after the Voting Rights Threshold Date, any such director may be
removed only for cause:
For Against Abstain Broker Non-Votes
23,869,151 8,405,180 171,841 0
d. Proposal 4D: Selection of the Sixth Judicial Court, Oakland County,
Michigan or the Court of Chancery of the State of Delaware as Exclusive
Forum - to amend the Proposed Charter to provide that, unless the
Post-Combination Company consents in writing to the selection of an
alternative forum, (i) any derivative action brought on behalf of the
Post-Combination Company , (ii) any action asserting a claim of breach of
a fiduciary duty owed by any director, officer, or employee of the
Post-Combination Company to the Post-Combination Company or the
Post-Combination Company's stockholders, (iii) any action asserting a
claim arising pursuant to any provision of the DGCL, the Proposed Charter
or the Amended and Restated Bylaws, or (iv) any action asserting a claim
governed by the internal affairs doctrine of the State of Delaware will
be required to be filed in either (x) the Sixth Judicial Circuit, Oakland
County, Michigan (or, if the Sixth Judicial Circuit, Oakland County,
Michigan lacks jurisdiction over any such action or proceeding, then
another state court of the State of Michigan , or if no state court of the
State of Michigan has jurisdiction over any such action or proceeding,
then the United Stated District Court for the Eastern District of
Michigan ) or (y) the Court of Chancery of the State of Delaware (or, if
the Court of Chancery of the State of Delaware lacks jurisdiction over
any such action or proceeding, then the Superior Court of the State of
Delaware , or, if the Superior Court of the State of Delaware lacks
jurisdiction then the United States District Court for the District of
Delaware ):
For Against Abstain Broker Non-Votes
23,976,627 8,313,600 155,945 0
e. Proposal 4E: Required Stockholder Vote to Amend Certain Sections of the
Proposed Charter - to amend the Proposed Charter to require that, from
and after the Voting Rights Threshold Date, in addition to any
affirmative vote required by applicable law, the approval by affirmative
vote of the holders of at least 75% in voting power of the then
outstanding shares of the Post-Combination Company generally entitled to
vote is required to make any amendment to Article VII (Board of
Directors) or Article VIII (Written Consent of Stockholders) of the
Proposed Charter:
For Against Abstain Broker Non-Votes
23,990,039 8,390,502 65,631 0
f. Proposal 4F: Required Stockholder Vote to Amend the Bylaws of the Company
- to amend the Proposed Charter to provide that, from and after the
Voting Rights Threshold Date, the affirmative vote of the holders of at
least 75% in voting power of the then outstanding shares of the
Post-Combination Company generally entitled to vote, is required to
alter, amend, make or repeal any provision of the Amended and Restated
Bylaws:
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For Against Abstain Broker Non-Votes 23,998,071 8,391,617 56,484
0
5. Director Election Proposal. The stockholders elected nine directors to serve
staggered terms on the Company's Board until the 2022, 2023 and 2024 annual
meetings of stockholders, as applicable, and until their respective successors
are duly elected and qualified. The voting results for this proposal were as
follows:
Name Class For Abstain Broker Non-Votes
Mat Ishbia I 26,388,484 6,057,688 0
Alex Elezaj I 26,297,878 6,148,294 0
Kelly Czubak I 32,370,429 75,743 0
Jeff Ishbia II 27,615,872 4,830,300 0
Laura Lawson II 26,313,865 6,132,307 0
Isiah Thomas II 31,456,439 989,733 0
Justin Ishbia III 26,289,545 6,156,627 0
Melinda Wilner III 26,314,854 6,131,318 0
Robert Verdun III 32,348,238 97,934 0
6. Incentive Plan Proposal. The stockholders approved the
For Against Abstain Broker Non-Votes 25,249,190 7,132,055 64,927 0
7. Adjournment Proposal. The stockholders voted to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, (i) to ensure that any supplement or amendment to the Proxy Statement that the Board has determined in good faith is required by applicable law to be disclosed to the Company stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special Meeting, (ii) if, as of the time for which the Special meeting is originally scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (iii) 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 Business Combination Proposal, the Nasdaq Proposal, the Charter Approval Proposal or the Incentive Plan Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Approval Proposal or the Incentive Plan Proposal. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 32,317,653 63,180 65,339 0
Additionally, 20,795 shares of Class A Stock were presented for redemption in connection with the Business Combination.
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