Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed, on
On
As of
The Business Combination Proposal - To adopt the Unit Purchase Agreement and to approve the transactions contemplated thereunder.
FOR AGAINST ABSTENTIONS 12,133,730 150,112 4
The Nasdaq Proposal - To approve, 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 pursuant to the private placement to be completed in conjunction with the Business Combination.
FOR AGAINST ABSTENTIONS 12,133,643 150,199 4
The Charter Approval Proposal - To approve and adopt the Second Amended and Restated Certificate of Incorporation of the Company (the "Second Amended and Restated Certificate of Incorporation") to address the needs of the post-combination company.
FOR AGAINST ABSTENTIONS 12,133,746 150,096 4
The Governance Proposals - To approve and adopt, on a non-binding advisory
basis, certain differences between the Company's current Amended and Restated
Certificate of Incorporation and the Second Amended and Restated Certificate of
Incorporation, which are being presented in accordance with the requirements of
the
Advisory Proposal A. To provide that the affirmative vote of the holders of at
least 66 2/3% of the voting power of the stock outstanding and entitled to vote
thereon, voting together as a single of class, is required to alter, amend or
repeal, or adopt any provision inconsistent with, Articles V (Board of
Directors), VI (Stockholders), VII (Liability and Indemnification; Corporate
Opportunity), VIII (
FOR AGAINST ABSTENTIONS 11,386,018 915,818 10
Advisory Proposal B. To provide that the affirmative vote of the holders of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, is required for stockholders of the post-combination company to adopt, amend or repeal the bylaws of the post-combination company.
FOR AGAINST ABSTENTIONS 11,386,018 915,818 10
Advisory Proposal C. To provide for a single class of common stock of the post-combination company, entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote (other than certain amendments relating to preferred stock) and decrease our total number of authorized shares of common stock from 137,500,000 shares to 130,000,000 shares, which would consist of (i) increasing the post-combination company's authorized Class A Common Stock from 125,000,000 shares to 130,000,000 shares, (ii) eliminating the Class B Common Stock by decreasing the post-combination company's authorized Class B Common Stock from 12,500,000 shares to zero shares, (iii) and designating 1,250,000 shares of preferred stock.
FOR AGAINST ABSTENTIONS 12,133,720 150,122 4
The Director Election Proposal - To elect the following two directors to the Company's board of directors to serve as directors for a term of three years expiring at the annual meeting of stockholders to be held in 2025 or until each such director's successor has been duly elected and qualified, or until each such director's earlier death, resignation, retirement or removal.
NOMINEE FOR WITHHELD Jonathan Summers 12,123,760 160,086 Karl Racine 12,123,760 160,086
The Incentive Plan Proposal - To approve the
FOR AGAINST ABSTENTIONS 11,360,920 914,720 8,206
The Adjournment 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, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Approval Proposal, the Governance Proposals, the Director Election Proposal, or the Incentive Plan Proposal.
FOR AGAINST ABSTENTIONS 12,128,645 150,147 5,054
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