Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 9, 2021, Northern Genesis Acquisition Corp. II (the "Company") held a special meeting of stockholders (the "Special Meeting") to consider certain proposals related to the Business Combination (defined terms not provided herein have the same meaning as such terms are defined in the Company's proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on October 19, 2021 (the "Proxy Statement")).

There were 51,750,000 shares of common stock of the Company issued and outstanding on October 6, 2021, the record date (the "Record Date") for the Special Meeting. At the Special Meeting, there were 41,945,453 shares present either by proxy or online, representing approximately 81.05% of the total outstanding shares of the Company's common stock as of the Record Date, constituting a quorum to conduct business.

At the Special Meeting, the following proposals were submitted to a vote of stockholders. For more information on each of these proposals, see the Proxy Statement.

(1) The Business Combination Proposal. A proposal to consider and vote upon a


     proposal to approve and adopt the Merger Agreement, a copy of which was
     attached to the Proxy Statement as Annex A.

(2) The Charter Proposals. The following eight separate proposals to approve the


     Embark Technology Charter:

a. Charter Proposal 2.A - to authorize the change in the authorized capital stock


    of the Company from 100,000,000 shares of the Company's Common Stock and
    1,000,000 shares of the Company's Preferred Stock, to 4,000,000,000 shares of
    Embark Technology Class A Common Stock, 100,000,000 shares of Embark
    Technology Class B Common Stock and 10,000,000 shares of Embark Technology
    preferred stock;

b. Charter Proposal 2.B - to authorize the dual-class capital structure and


    provide that holders of shares of Embark Technology Class A Common Stock will
    be entitled to one vote per share on all matters to be voted upon by the
    holders thereof, and holders of Embark Technology Class B Common Stock will be
    entitled to ten votes per share on all matters to be voted upon by the holders
    thereof;

c. Charter Proposal 2.C - to provide that Embark Technology's board of directors

be divided into three classes with only one class of directors being elected

in each year and each class serving a three-year term;

d. Charter Proposal 2.D - to provide that (i) after the Trigger Date and until


    the Sunset Date, a director of Embark Technology may be removed, with or
    without cause, only upon the affirmative vote of a holders of at least a
    majority of the voting power of all of the Embark Technology Common Stock
    entitled to vote in an election of directors and (ii) during any other period,
    including prior to the Trigger Date and after the Sunset Date, directors may
    be removed only for cause and only by holders of at least a majority of the
    voting power of all of the Embark Technology Common Stock entitled to vote in
    an election of directors;

e. Charter Proposal 2.E - to provide that (i) following the Trigger Date and


    until the Sunset Date, all vacancies on the board of directors, however
    created, may only be filled by the affirmative vote of holders of at least a
    majority of the voting power of the outstanding Embark Technology Common Stock
    entitled to vote in an election of directors and (ii) for any other period,
    including prior to the Trigger Date and after the Sunset Date, any director
    vacancy may be filled by the affirmative vote of a majority of the directors
    then in office, even if less than a quorum;

f. Charter Proposal 2.F - to provide that the amendment of certain provisions of


    the Embark Technology Charter will require (i) prior to the Trigger Date, the
    affirmative vote of holders of at least a majority of the total voting power
    of all outstanding shares of Embark Technology Common Stock with each class
    voting separately as a class, and (ii) on or after the Trigger Date, the
    affirmative vote of holders of at least two-thirds of the total voting power
    of the outstanding Embark Technology Common Stock voting together as a single
    class;

g. Charter Proposal 2.G - to provide that any amendment to the Embark Technology


    Bylaws will require (i) prior to the Trigger Date, the affirmative vote of
    holders of at least a majority of the total voting power of all outstanding
    shares of Embark Technology Common Stock with each class voting separately as
    a class, (ii) after the Trigger Date but prior to the Sunset Date, the
    affirmative vote of holders of at least a majority of the total voting power
    of the outstanding Embark Technology Common Stock entitled to vote on the
    election of directors voting together as a single class and (iii) after the
    Sunset Date, the affirmative vote of holders of at least two-thirds of the
    voting power of the then outstanding Embark Technology Common Stock entitled
    to vote in an election of directors, voting as a single class; and

h. Charter Proposal 2.H - to authorize all other changes in connection with the


    replacement of the NGA Existing Charter with the Embark Technology Charter in
    connection with the consummation of the Business Combination (a copy of which
    is attached to the proxy statement/prospectus as Annex C), including
    (1) changing the corporate name from "Northern Genesis Acquisition Corp. II"
    to "Embark Technology, Inc.," (2) making Embark Technology's corporate
    existence perpetual, (3) electing not to be governed by Section 203 of the
    DGCL following the Trigger Date and, instead, be governed by a provision
    substantially similar to Section 203 of the DGCL, except that the modified
    restrictions provide that the Embark Founders and their permitted transferees
    will not be deemed to be "interested stockholders," regardless of the
    percentage of their voting stock and are therefore not be subject to such
    restrictions; provided that, prior to the Trigger Date, Section 203 of the
    DGCL shall govern such transactions and (4) 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 Combination and certain other
    changes that the Company's Board deems appropriate for a public operating
    company, all of which the Company's board of directors believes are necessary
    to adequately address the needs of Embark Technology after the Business
    Combination.

(3) The Director Election Proposal. A proposal, assuming the Business Combination


     Proposal and the Charter Proposals are approved, to elect seven directors
     who, upon consummation of the Business Combination, will be the directors of
     Embark Technology.

(4) The Stock Issuance Proposal. A proposal to approve for purposes of complying


     with the applicable provisions of NYSE Listed Company Manual Rule 312.03, the
     issuance of (a) Embark Technology Class A Common Stock to the PIPE Investors,
     including the FPA PIPE Investors, pursuant to the PIPE Financing and
     (b) Embark Technology Class A Common Stock and Embark Technology Class B
     Common Stock to the Embark Stockholders pursuant to the Merger Agreement.

(5) The Incentive Award Plan Proposal. A proposal to approve and adopt the Embark


     Technology 2021 Plan.

(6) The ESPP Proposal. A proposal to approve and adopt the ESPP.

(7) The Adjournment Proposal. A proposal to approve the adjournment of the


     Special Meeting to a later date or dates, if necessary, to permit further
     solicitation and vote of proxies in the event that there are insufficient
     votes for the approval of one or more proposals at the Special Meeting.

Each of the proposals was approved by the requisite vote of the Company's stockholders. The final voting results for each proposal are described below.





          Proposal                 For         Against       Abstain     Broker Non-Votes
1. The Business Combination
Proposal                       39,965,277     1,980,124        52               0
2. The Charter Proposals:
Charter Proposal 2.A.          39,732,427     2,210,784       2,242             0
Charter Proposal 2.B.          39,707,872     2,234,999       2,582             0
Charter Proposal 2.C.          39,958,666     1,983,049       3,738             0
Charter Proposal 2.D.          39,961,514     1,980,847       3,092             0
Charter Proposal 2.E.          39,961,543     1,981,694       2,216             0
Charter Proposal 2.F.          39,960,487     1,981,870       3,096             0
Charter Proposal 2.G.          39,961,337     1,980,980       3,136             0
Charter Proposal 2.H.          39,955,240     1,986,931       3,282             0




                                     Votes For    Votes Withheld   Broker Non-Votes
3. The Director Election Proposal:
Alex Rodrigues                       39,693,251     2,252,202             0
Brandon Moak                         39,693,261     2,252,192             0
Elaine Chao                          39,690,913     2,254,540             0
Patricia Chiodo                      39,692,562     2,252,891             0
Pat Grady                            39,693,261     2,252,192             0
Ian Robertson                        39,215,167     2,730,284             0




                                   For         Against       Abstain     Broker Non-Votes
4. The Stock Issuance
Proposal                       39,961,785     1,980,471       3,197             0
5. The Incentive Award Plan
Proposal                       39,914,019     2,022,147       9,287             0
6. The ESPP Proposal           39,958,575     1,982,090       4,788             0
7. The Adjournment Proposal    39,695,043     2,249,793        617              0

Item 7.01. Regulation FD Disclosure.

On November 10, 2021, the Company issued a press release announcing the closing the Business Combination and the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.




Item 8.01 Other Events.

Stockholders holding 29,986,289 shares of the Company's common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account ("Trust Account"). As a result, approximately $299,884,977.33 (or approximately $10.00 per share) will be removed from the Trust Account to pay such holders.

The Company, Embark Trucks Inc., and Northern Genesis Sponsor II LLC (the "Sponsor") agreed to a partial waiver of the forfeiture of certain Founder Shares held by Sponsor, pursuant to Sections 3.2 and 3.3 of the Sponsor Support Agreement entered into in connection with the Merger Agreement on June 22, 2021. The waiver was conditioned on Sponsor transferring such shares on a proportional basis to certain institutional investors in connection with an agreement by such investors to either (i) refrain from electing to redeem a specified number of its shares of Company common stock or (ii) revoke any prior redemption. The number of Founder Shares that the waiver applied to is 81,121 shares. The Founder Shares transferred to the institutional investors will remain subject to the lock-up restrictions in the Sponsor Support Agreement and will be eligible for registration pursuant to the Amended and Restated Registration Rights Agreement entered into at closing of the Business Combination.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
 Number    Description
  99.1       Press Release dated November 10, 2021
           Cover Page Interactive Data File (the cover page XBRL tags are embedded
104        within the inline XBRL document)

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