Agreement) and transactions contemplated thereby, including (i) the merger of First Merger Sub with and into Shay, with Shay continuing as the surviving corporation (the First
Merger) and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Shay with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity (the
Second Merger and, together with the First Merger, the Merger and, together with the other transactions contemplated by the Merger Agreement, the Business Combination). 213 shares of Class A Stock were
presented for redemption in connection with the Business Combination. The voting results for this proposal were as follows:
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
38,759,228
|
|
542,247
|
|
1
|
2. The stockholders approved, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than
20% of the Companys issued and outstanding common stock in connection with the Business Combination and the Companys private placement of an aggregate of 23,913,044 shares of Class A Stock. The voting results for this proposal were
as follows:
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
38,759,229
|
|
542,247
|
|
|
3. The stockholders adopted the Second Amended and Restated Certificate of Incorporation of the Company (the
A&R Certificate). The voting results for this proposal were as follows:
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
38,022,401
|
|
1,279,075
|
|
|
4. The stockholders approved, on a non-binding advisory basis, each separate
proposal with respect to certain governance provisions in the A&R Certificate in accordance with SEC requirements. The voting results for each separate proposal were as follows:
4A. To amend the Companys Amended and Restated Certificate of Incorporation (the Existing Certificate) to change the stockholder vote
required to amend certain provisions of the post-combination companys proposed certificate and bylaws:
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
34,119,539
|
|
5,181,865
|
|
72
|
4B. To amend the Existing Certificate to elect not to be governed by Section 203 of the Delaware General Corporate
Law (DGCL) and instead, include a provision in the Existing Certificate that is substantially similar to Section 203 of the DGCL, but excludes the investment funds affiliated with The Gores Group, LLC and funds affiliated with
Platinum Equity, LLC, its sponsored funds and affiliated private equity vehicles (collectively, Platinum Equity) and their respective successors and affiliate from the definition of interested stockholder, and to make certain
related changes:
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
36,550,627
|
|
2,750,849
|
|
|
4C. To amend the Existing Certificate to increase the total number of authorized shares of all classes of common stock:
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
38,759,228
|
|
542,247
|
|
1
|
4D. To amend the Existing Certificate to provide that certain transactions are not corporate opportunities
and that each of Platinum Equity and the investment funds affiliated with Platinum Equity and their respective successors and affiliates and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or
employees, including any of the foregoing who serve as officers or directors of the Company, will not be subject to the doctrine of corporate opportunity: