SILX ENGA Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
The NYSE listing and Nasdaq delisting are subject to the closing of the Business Combination and fulfillment of all NYSE listing requirements. The closing of the Business Combination is subject to the satisfaction of customary closing conditions.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the close of business on
The stockholders approved each of the Business Combination Proposal, each Organizational Document Proposal, the Stock Issuance Proposal, the Omnibus Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal (each as defined in the Proxy Statement).
The voting results for each proposal were as follows:
1. The Business Combination Proposal. To approve and adopt the Business Combination Agreement, a copy of which is attached to the Proxy Statement as Annex A. Class For Against Abstain Class A Stock 14,740,289 2,099,573 11,610 Class B Stock 8,625,000 0 0 Total 23,365,289 2,099,573 11,610
2. Organizational Documents Proposal A. To approve an amendment and
restatement of the Amended and Restated Certificate of Incorporation of SBEA,
providing for the creation of 35,000,000 authorized shares of Class C common
stock, par value
Class For Against Abstain Class A Stock 13,153,173 3,651,401 46,898 Class B Stock 8,625,000 0 0 Total 21,778,173 3,651,401 46,898
3. Organizational Documents Proposal B. To approve the provision in the
amended and restated certificate of incorporation of
Class For Against Abstain Class A Stock 13,431,078 3,362,065 58,329 Class B Stock 8,625,000 0 0 Total 22,056,078 3,362,065 58,329
4. Organizational Documents Proposal C. To approve the provision in the
Proposed Charter pursuant to which: (a) the affirmative vote of the holders of
at least 66 2/3% of the total voting power of all then outstanding shares
entitled to vote generally in the election of directors, voting together as a
single class is required to amend provisions relating to, among other matters:
(i) stockholder meetings, (ii) the board of directors, (iii) indemnification and
limitation of liability of officers and directors, (iv) election not to be
governed by Section 203 of the Delaware General Corporation Law and business
combinations generally, (v) forum selection, and (vi) amendment of the Proposed
Charter; and (b) the affirmative vote of at least 80% of the total voting power
of all then outstanding shares of common stock of
Class For Against Abstain Class A Stock 14,354,585 2,444,340 52,547 Class B Stock 8,625,000 0 0 Total 22,979,585 2,444,340 52,547
5. Organizational Documents Proposal D. To approve all other changes in
connection with the replacement of the existing organizational documents of SBEA
with the proposed organizational documents of
Class For Against Abstain Class A Stock 14,706,625 2,114,306 30,541 Class B Stock 8,625,000 0 0 Total 23,331,625 2,114,306 30,541
6. Organizational Documents Proposal E. To provide for a classified board of
directors and direct that board vacancies be filled by the majority of directors
then in office, unless specified otherwise in the Investor Rights Agreement to
be entered into between
Class For Against Abstain Class A Stock 14,308,496 2,508,651 34,325 Class B Stock 8,625,000 0 0 Total 22,933,496 2,508,651 34,325
7. Stock Issuance Proposal. To consider and vote upon a proposal to approve
and adopt for purposes of complying with the applicable provisions of The Nasdaq
Stock Market Listing Rule 5635, the issuance of shares of Class
Class For Against Abstain Class A Stock 14,672,596 2,143,789 35,087 Class B Stock 8,625,000 0 0 Total 23,297,596 2,143,789 35,087
8. Omnibus Incentive Plan Proposal. To consider and vote upon a proposal to approve the adoption of the Omnibus Incentive Plan, a copy of which is attached to the Proxy Statement as Annex G.
Class For Against Abstain Class A Stock 14,370,764 2,398,376 82,332 Class B Stock 8,625,000 0 0 Total 22,995,764 2,398,376 82,332
9. Employee Stock Purchase Plan Proposal. To consider and vote upon a proposal to approve the adoption of the Employee Stock Purchase Plan, a copy of which is attached to the Proxy Statement as Annex H.
Class For Against Abstain Class A Stock 14,663,860 2,151,508 36,104 Class B Stock 8,625,000 0 0 Total 23,288,860 2,151,508 36,104
10. Adjournment Proposal. To consider and vote upon a proposal to adjourn the Special 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 Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at the Special Meeting.
Class For Against Abstain Class A Stock 14,188,713 2,620,557 42,202 Class B Stock 8,625,000 0 0 Total 22,813,713 2,620,557 42,202
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy Statement,
the transactions (the "Transactions") contemplated by the Business Combination
Agreement are expected to be consummated on
Item 8.01 Other Items.
On
SBEA also announced that the deadline for stockholders to withdraw their
redemption requests has been extended to
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press release datedFebruary 3, 2022 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking
statements. Forward-looking statements generally relate to future events
including future financial or operating performance of
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by SBEA and its management, and the Company and its
management, as the case may be, are inherently uncertain and are inherently
subject to risks, variability and contingencies, many of which are beyond the
Company's control. Factors that may cause actual results to differ materially
from current expectations include, but are not limited to: (1) SBEA's ability to
complete the business combination; (2) the outcome of any legal proceedings that
may be instituted against SBEA, the combined company or others following the
announcement of the business combination and any definitive agreements with
respect thereto; (3) the inability to complete the business combination due to
the failure to obtain approval of the stockholders of SBEA, to obtain financing
to complete the business combination or to satisfy other conditions to closing;
(4) changes to the proposed structure of the business combination that may be
required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the business combination; (5) the
ability to meet stock exchange listing standards following the consummation of
the business combination; (6) the risk that the business combination disrupts
current plans and operations of the Company as a result of the announcement and
consummation of the business combination; (7) the ability to recognize the
anticipated benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain key relationships and retain its management
and key employees; (8) costs related to the business combination; (9) changes in
applicable laws or regulations; (10) the possibility that the Company or the
combined company may be adversely affected by other economic, business, and/or
competitive factors; (11) the Company's estimates of expenses and profitability;
(12) the failure to realize anticipated pro forma results or projections and
underlying assumptions, including with respect to estimated stockholder
redemptions, purchase price and other adjustments; and (13) other risks and
uncertainties set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in SBEA's final prospectus relating
to its initial public offering dated
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Unless required by law, neither SBEA nor the Company undertakes any duty to update these forward-looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter referred to in this Current Report on Form 8-K.
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