UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-3445
NAME OF REGISTRANT: The Merger Fund
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Westchester Capital Management,
LLC
100 Summit Lake Drive
Valhalla, NY 10595
NAME AND ADDRESS OF AGENT FOR SERVICE: Roy Behren
The Merger Fund
100 Summit Lake Drive
Valhalla, NY 10595
REGISTRANT'S TELEPHONE NUMBER: (914)741-5600
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2020 - 06/30/2021
THE MERGER FUND
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58.COM (WUBA) Agenda Number: 935261002
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Security: 31680Q104
Meeting Type: Special
Meeting Date: 07-Sep-2020
Ticker: WUBA
ISIN: US31680Q1040
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S1. IT IS RESOLVED, as a Special Resolution, Mgmt Against Against
THAT: the execution, delivery and
performance of the agreement and plan of
merger, dated as of June 15, 2020 (the
"Merger Agreement"), among Quantum Bloom
Group Ltd, an exempted company with limited
liability incorporated under the laws of
the Cayman Islands ("Parent"), Quantum
Bloom Company Ltd, an exempted company with
limited liability incorporated under the
laws of the Cayman Islands and a
wholly-owned subsidiary of Parent ("Merger
Sub"), ...(due to space limits, see proxy
material for full proposal).
S2. IT IS RESOLVED, as a Special Resolution, Mgmt Against Against
THAT: each of directors and officers of the
Company be and are hereby authorized to do
all things necessary to give effect to the
Merger Agreement, the Plan of Merger and
the consummation of the Transactions,
including the Merger, the Variation of
Capital and the Amendment of the M&A.
O3. IT IS RESOLVED, as an Ordinary Resolution, Mgmt Against Against
THAT: the extraordinary general meeting be
adjourned in order to allow the Company to
solicit additional proxies in the event
that there are insufficient proxies
received at the time of the extraordinary
general meeting to pass the special
resolutions to be proposed at the
extraordinary general meeting.
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ACACIA COMMUNICATIONS, INC. Agenda Number: 935334742
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Security: 00401C108
Meeting Type: Special
Meeting Date: 01-Mar-2021
Ticker: ACIA
ISIN: US00401C1080
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Amended and Restated Agreement Mgmt For For
and Plan of Merger, dated as of January 14,
2021, as it may be amended from time to
time, by and among Acacia Communications,
Inc., Cisco Systems, Inc., and Amarone
Acquisition Corp. (the "Amended and
Restated Agreement and Plan of Merger").
2. To approve, on a nonbinding advisory basis, Mgmt For For
the compensation that may be payable to
Acacia Communications, Inc.'s named
executive officers in connection with the
merger.
3. To approve the adjournment of the special Mgmt For For
meeting, if necessary or appropriate, to
solicit additional proxies if there are
insufficient votes at the time of the
Special Meeting to approve the proposal to
adopt the Amended and Restated Agreement
and Plan of Merger.
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ADVANCED DISPOSAL SERVICES INC. Agenda Number: 935255578
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Security: 00790X101
Meeting Type: Special
Meeting Date: 25-Aug-2020
Ticker: ADSW
ISIN: US00790X1019
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of April 14, 2019, as amended by
Amendment No. 1 thereto, dated as of June
24, 2020, as may be further amended from
time to time (the amended merger
agreement), by and among Advanced Disposal
Services, Inc. (Advanced Disposal), Waste
Management, Inc. and Everglades Merger Sub
Inc. (Merger Sub) pursuant to which Merger
Sub will merge with and into Advanced
Disposal (the merger).
2. To approve, on a non-binding advisory Mgmt For For
basis, specified compensation that may be
paid or become payable to Advanced
Disposal's named executive officers in
connection with the merger and contemplated
by the amended merger agreement.
3. To approve one or more adjournments of the Mgmt For For
special meeting, if necessary or
appropriate, to solicit additional proxies
if there are insufficient votes at the time
of the special meeting to approve the
proposal to adopt the amended merger
agreement.
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AEROJET ROCKETDYNE HOLDINGS, INC. Agenda Number: 935333966
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Security: 007800105
Meeting Type: Special
Meeting Date: 09-Mar-2021
Ticker: AJRD
ISIN: US0078001056
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the Merger Agreement and the Mgmt For For
transactions contemplated thereby.
2. Adjournment of the Special Meeting, if Mgmt For For
necessary or appropriate, to solicit
additional proxies if there are
insufficient votes to adopt the Merger
Agreement and the transactions contemplated
thereby at the time of the Special Meeting.
3. Adoption of a non-binding, advisory Mgmt For For
proposal to approve certain compensation
payable to Aerojet Rocketdyne's named
executive officers in connection with the
Merger.
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AEROJET ROCKETDYNE HOLDINGS, INC. Agenda Number: 935353780
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Security: 007800105
Meeting Type: Annual
Meeting Date: 05-May-2021
Ticker: AJRD
ISIN: US0078001056
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
Gen Kevin P. Chilton Mgmt For For
Thomas A. Corcoran Mgmt For For
Eileen P. Drake Mgmt For For
James R. Henderson Mgmt For For
Warren G. Lichtenstein Mgmt For For
Gen Lance W. Lord Mgmt For For
Audrey A. McNiff Mgmt For For
Martin Turchin Mgmt For For
2. Advisory vote to approve Aerojet Mgmt For For
Rocketdyne's executive compensation.
3. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as
independent auditors of the Company for the
year ending December 31, 2021.
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ALEXION PHARMACEUTICALS, INC. Agenda Number: 935410124
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Security: 015351109
Meeting Type: Special
Meeting Date: 11-May-2021
Ticker: ALXN
ISIN: US0153511094
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of December 12, 2020 (as it may be
amended from time to time, the "merger
agreement") by and among Alexion,
AstraZeneca PLC ("AstraZeneca"), Delta
Omega Sub Holdings Inc., a wholly owned
subsidiary of AstraZeneca ("Bidco"), Delta
Omega Sub Holdings Inc. 1, a direct, wholly
owned subsidiary of Bidco and Delta Omega
Sub Holdings LLC 2, a direct, wholly owned
subsidiary of Bidco (the "merger
proposal").
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation that may be paid or
become payable to Alexion's named executive
officers that is based on or otherwise
relates to the transactions contemplated by
the merger agreement.
3. To approve the adjournment of the Alexion Mgmt For For
special meeting, if necessary or
appropriate, to solicit additional proxies
if there are not sufficient votes at the
time of the Alexion special meeting to
approve the merger proposal or to ensure
that any supplement or amendment to this
proxy statement/ prospectus is timely
provided to Alexion stockholders.
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ALTIMAR ACQUISITION CORPORATION Agenda Number: 935427636
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Security: G03707109
Meeting Type: Special
Meeting Date: 18-May-2021
Ticker: ATAC
ISIN: KYG037071092
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. RESOLVED, as an ordinary resolution, that Mgmt For For
the Company's entry into the Business
Combination Agreement, dated as of December
23, 2020, as amended from time to time, by
and among the Company, Owl Rock Capital
Group LLC ("Owl Rock Group"), Owl Rock
Capital Feeder LLC, Owl Rock Capital
Partners LP and Neuberger Berman Group LLC
("Neuberger"), and the transactions
contemplated thereby.
2. RESOLVED, as a special resolution that the Mgmt For For
Company be de- registered in the Cayman
Islands pursuant to Article 47 of the
Amended and Restated Memorandum and
Articles of Association of Altimar
Acquisition Corporation and be registered
by way of continuation as a corporation in
the State of Delaware, and conditional
upon, and with effect from, the
registration of the Company in the State of
Delaware as a corporation with the laws of
the State of Delaware, the name of the
Company be changed to "Blue Owl Capital
Inc." (the "Domestication").
3. RESOLVED, as a special resolution, that the Mgmt For For
certificate of incorporation (the "Proposed
Charter") and bylaws of Blue Owl (annexed
to the proxy statement/prospectus as Annex
A and Annex B), be approved as the
certificate of incorporation and bylaws,
respectively, of Blue Owl, effective upon
the effectiveness of the Domestication.
4A. RESOLVED, as a special resolution, that, on Mgmt For For
a non-binding advisory basis, to increase
the authorized share capital from
555,000,000 shares divided into 500,000,000
Class A ordinary shares, par value $0.0001
per share, 50,000,000 Class B ordinary
shares, par value $0.0001 per share, and
5,000,000 preferred shares, par value
$0.0001 per share, to authorized capital
stock of 4,906,875,000 shares, consisting
of (i) 2,500,000,000 shares of Class A
common stock, par value $0.0001 per share.
4B. RESOLVED, as a special resolution, that, on Mgmt For For
a non-binding advisory basis, to provide
that the Proposed Charter may be amended by
the affirmative vote of holders of at least
a majority of the total voting power of all
the then outstanding shares of stock
entitled to vote generally in the election
of directors, voting together as a single
class, except that: (a) amendment to the
limitation on additional issuances of Class
B common stock requires the affirmative
vote of the holders of shares of issued and
outstanding.
4C. RESOLVED, as a special resolution, that, on Mgmt For For
a non-binding advisory basis, to provide
for (i) the election of directors by a
plurality of the votes cast in respect of
the shares present in person or represented
by proxy at the meeting and entitled to
vote on the election of directors,(ii) the
filling of newly-created directorships or
any vacancy on the board of directors.
4D. RESOLVED, as a special resolution, that, on Mgmt For For
a non-binding advisory basis, to elect not
to be governed by Section 203 of the
General Corporation Law of the State of
Delaware.
4E. RESOLVED, as a special resolution, that, on Mgmt For For
a non-binding advisory basis, to provide
that the Court of Chancery of the State of
Delaware or, if such court does not have
subject matter jurisdiction thereof,
another state or federal court located
within the State of Delaware, shall be the
exclusive forum for certain actions and
claims.
4F. RESOLVED, as a special resolution, that, on Mgmt For For
a non-binding advisory basis, to provide
that (i) each holder of record of Class A
common stock and Class C common stock and
Class F common stock shall be entitled to
one vote per share on all matters which
stockholders generally are entitled to
vote.
4G. RESOLVED, as a special resolution, that, on Mgmt For For
a non-binding advisory basis, to provide
that (i) except to the extent described
below with respect to the Class E common
stock, each holder of record of Class A
common stock, Class B common stock, Class E
common stock and Class F common stock shall
be entitled to receive, ratably with other
participating shares, such dividends and
other distributions as may from time to
time be declared by the board of directors.
4H. RESOLVED, as a special resolution, that, on Mgmt For For
a non-binding advisory basis, to eliminate
various provisions in the Existing
Organizational Documents (as defined in the
proxy statement/prospectus) applicable only
to blank check companies, including the
provisions requiring that Altimar have net
tangible assets of at least $5,000,001
immediately prior to, or upon such
consummation of, a business combination.
5. RESOLVED, as an ordinary resolution, that, Mgmt For For
for the purposes of complying with the
applicable NYSE listing rules, the issuance
of shares of Class A common stock of the
Company to the PIPE Investors pursuant to
the Subscription Agreements (as defined in
the proxy statement/prospectus) be
confirmed, ratified and approved in all
respects.
6. RESOLVED, as an ordinary resolution, (a) Mgmt For For
the issuance in accordance with the
Business Combination Agreement of shares of
Class A, Class C, Class D and Class E
common stock of the Company to the direct
or indirect holders of equity securities in
Owl Rock Group and to Dyal Equityholders,
including Neuberger or its designated
affiliates.
7. RESOLVED, as an ordinary resolution, that Mgmt For For
the Blue Owl Capital Inc. 2021 Omnibus
Incentive Plan (annexed to the proxy
statement/prospectus as Annex I) be
approved and adopted in all respects.
8. RESOLVED, as an ordinary resolution, that Mgmt For For
the adjournment of the general meeting to a
later date or dates to be determined by the
chairman of the general meeting, if
necessary, to permit further solicitation
and vote of proxies be confirmed, ratified
and approved in all respects.
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AMERICAN EQUITY INVESTMENT LIFE HLDG CO Agenda Number: 935408725
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Security: 025676206
Meeting Type: Annual
Meeting Date: 10-Jun-2021
Ticker: AEL
ISIN: US0256762065
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Brenda J. Cushing Mgmt For For
Douglas T. Healy Mgmt For For
David S. Mulcahy Mgmt For For
Sachin Shah Mgmt For For
A.J. Strickland, III Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for 2021.
3. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
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ANDINA ACQUISITION CORP. III Agenda Number: 935247470
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Security: G04415108
Meeting Type: Special
Meeting Date: 29-Jul-2020
Ticker: ANDA
ISIN: KYG044151085
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Amend the Company's amended and restated Mgmt For For
memorandum and articles of association to
extend the date that the Company has to
consummate a business combination from July
31, 2020 to October 31, 2020 (or December
31, 2020 if the Company has executed a
definitive agreement for a business
combination by October31, 2020).
2. Adjourn the Special Meeting of shareholders Mgmt For For
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 Proposal
1.
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APEX TECHNOLOGY ACQUISITION CORPORATION Agenda Number: 935316922
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Security: 03768F102
Meeting Type: Annual
Meeting Date: 22-Dec-2020
Ticker: APXT
ISIN: US03768F1021
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
David Chao Mgmt For For
Donna Wells Mgmt For For
2. Ratification of the selection by the audit Mgmt For For
committee of WithumSmith+Brown, PC to serve
as our independent registered public
accounting firm for the year ending
December 31, 2020.
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APHRIA INC. Agenda Number: 935356750
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Security: 03765K104
Meeting Type: Special
Meeting Date: 14-Apr-2021
Ticker: APHA
ISIN: CA03765K1049
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To consider and, if thought advisable, to Mgmt For For
pass a special resolution, the full text of
which is set forth in Appendix "C" to the
accompanying joint proxy
statement/management information circular
(the "Circular"), approving an arrangement
pursuant to Section 182 of the Business
Corporations Act (Ontario) involving, among
other things, the acquisition by Tilray,
Inc. of all of the outstanding shares of
Aphria Inc., all as more particularly
described in the Circular.
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ARTIUS ACQUISITION INC. Agenda Number: 935452146
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Security: 04316G105
Meeting Type: Special
Meeting Date: 23-Jun-2021
Ticker: AACQ
ISIN: KY04316G1057
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Domestication Proposal-To consider and vote Mgmt For For
upon a proposal by special resolution to
change the corporate structure and domicile
of Artius Acquisition Inc. ("Artius") by
way of continuation from an exempted
company incorporated under the laws of the
Cayman Islands to a corporation
incorporated under the laws of the State of
Delaware (the "Domestication"). The
Domestication will be effected prior to the
closing of the Business Combination by
Artius (i) filing a Certificate of ...(due
to space limits, see proxy statement for
full proposal).
2. Transaction Proposal-To consider and vote Mgmt For For
upon a proposal to approve the Agreement
and Plan of Merger and Reorganization,
dated as of February 16, 2021 (as amended
by the letter agreement dated March 5,
2021, and as further amended or modified
from time to time, the "Merger Agreement"),
by and among Artius, Zero Carbon Merger Sub
Inc., a Delaware corporation and a direct,
wholly-owned subsidiary of Artius ("Merger
Sub"), and Micromidas, Inc., a Delaware
corporation ...(due to space limits, see
proxy statement for full proposal).
3. Issuance Proposal-To consider and vote upon Mgmt For For
a proposal to approve, for purposes of
complying with applicable Nasdaq listing
rules, the issuance of more than 20% of
Artius's issued and outstanding shares of
Common Stock (as defined in the proxy
statement/prospectus) in connection with
the Business Combination.
4. Interim Charter Proposal-To consider and Mgmt For For
vote upon a proposal to approve and adopt
the proposed Interim Certificate of
Incorporation to be in effect as of the
Domestication and prior to the Effective
Time (as defined in the proxy
statement/prospectus), and the Bylaws of
Artius to be in effect as of the
Domestication, in the form attached to the
proxy statement/prospectus as Annex C and
Annex D, respectively.
5. Charter Proposal-To consider and act upon a Mgmt For For
proposal to approve and adopt the proposed
Certificate of Incorporation, to be in
effect at the Effective Time, in the form
attached to the proxy statement/prospectus
as Annex E.
6. Organizational Documents Proposals-To Mgmt For For
consider and act upon, on a non-binding
advisory basis, eight separate proposals
with respect to certain material
differences between the Existing
Organizational Documents (as defined in the
proxy statement/prospectus) and the
proposed Interim Certificate of
Incorporation, Certificate of Incorporation
(as defined in the proxy
statement/prospectus) and Bylaws (as
defined in the proxy statement/prospectus).
7. Equity Incentive Plan Proposal-To consider Mgmt For For
and vote upon a proposal to approve the
2021 Equity Incentive Plan including the
authorization of the initial share reserve
under the 2021 Equity Incentive Plan, in
the form attached to the proxy
statement/prospectus as Annex H.
8. ESPP Proposal-To consider and vote upon a Mgmt For For
proposal to approve the employee stock
purchase plan that provides for the ability
to grant stock purchase rights with respect
to Combined Company Common Stock to
employees of the Combined Company (as
defined in the proxy statement/prospectus)
and its subsidiaries, in the form attached
to the proxy statement/prospectus as Annex
I.
9. DIRECTOR
William Harvey Mgmt For For
Pia Heidenmark Cook Mgmt For For
Boon Sim Mgmt For For
Charles Drucker Mgmt For For
Kathleen B. Fish Mgmt For For
Rich Riley Mgmt For For
John Bissell Mgmt For For
Benno O. Dorer Mgmt For For
Karen Richardson Mgmt For For
10. Adjournment Proposal-To consider and vote Mgmt For For
upon a proposal to allow the chairman of
the extraordinary general meeting to
adjourn the extraordinary general 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
Domestication Proposal, the Transaction
Proposal, the Issuance Proposal, the
Interim Charter Proposal, the Charter
Proposal, the Equity ...(due to space
limits, see proxy statement for full
proposal).
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B. RILEY PRINCIPAL MERGER CORP. II Agenda Number: 935290279
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Security: 05600U106
Meeting Type: Special
Meeting Date: 12-Nov-2020
Ticker: BMRG
ISIN: US05600U1060
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - approve Mgmt For For
and adopt the Agreement and Plan of Merger,
dated as of September 7, 2020 (as the same
may be amended from time to time, the
"Merger Agreement"), by and among B. Riley
Principal Merger Corp. II (the "Company").
2. The Stock Issuance Proposal - approve, Mgmt For For
assuming the business combination proposal
and the charter amendment proposal are
approved and adopted, for the purposes of
complying with the applicable provisions of
Section 312.03 of the Listed Company Manual
of the New York Stock Exchange (the
"NYSE"),
3. The Charter Amendment Proposal - approve Mgmt For For
and adopt, assuming the business
combination proposal is approved and
adopted, the third amended and restated
certificate of incorporation of the Company
(the "Proposed Charter"), a copy of which
is attached to the accompanying proxy
statement as Annex C, which, if approved,
would take effect upon the closing of the
business combination (the "Closing") (we
refer to this proposal as the "charter
amendment proposal").
4. Advisory Charter Proposal A - to, upon Mgmt For For
completion of the business combination and
the conversion of the Company's Class B
commonstock, par value $0.0001 per share
("Class B common stock"), into the
Company's Class A common stock, par value
$0.0001 per share ("Class A common stock").
5. Advisory Charter Proposal B - to change the Mgmt For For
stockholder vote required for approval of
any amendment to Article IV
(Capitalization), Article V (Board of
Directors), Article VI (Bylaws), Article
VIII (Limited Liability; Indemnification),
Article IX (Corporate Opportunity) and
Article X (Amendments) of the Proposed
Charter or to amend the Company's bylaws,
from the affirmative vote of the holders of
at least a majority of the voting power of
all then outstanding shares of stock of the
Company's bylaws.
6. Advisory Charter Proposal C - to provide Mgmt For For
that Section 203 of the Delaware General
Corporation Law, which governs business
combinations between the Company and
certain interested stockholders, does not
apply to the Company (we refer to this
proposal as "advisory charter proposal C").
7. Advisory Charter Proposal D - to provide Mgmt For For
that certain amendments to and actions
under the Proposed Charter are subject to
the director nomination agreement to be
entered into between the Company and the
other parties thereto (as defined in the
accompanying proxy statement) (the
"Director Nomination Agreement") (we refer
to this proposal as "advisory charter
proposal D").
8. Advisory Charter Proposal E - to change the Mgmt For For
classification of the Company's board of
directors from two classes to three classes
of directors, with each class elected for
staggered terms (we refer to this proposal
as "advisory charter proposal E").
9. Advisory Charter Proposal F - to provide Mgmt For For
for a waiver of the doctrine of corporate
opportunities for (i) any director of the
Company who is not an employee of the
Company or any of its subsidiaries or (ii)
any person with the right to designate any
such director pursuant to the Director
Nomination Agreement (or any of such
person's affiliates or its or their
respective successors, principals,
directors, officers, members, managers or
employees) (we refer to this proposal as
"advisory charter proposal F").
10. Advisory Charter Proposal G - to provide Mgmt For For
for certain additional changes, including,
among other things, (i) changing the post-
business combination company's corporate
name from "B. Riley Principal Merger Corp.
II" to "Eos Energy Enterprises, Inc." and
making the Company's corporate existence
perpetual and (ii) removing certain
provisions related to our status as a blank
check company that will no longer apply
upon the Closing, all of which our board
believes are necessary to adequately
address the needs of the post business
combination Company.
11. The Incentive Plan Proposal - approve and Mgmt For For
adopt, assuming the condition precedent
proposals are approved and adopted, the B.
Riley Principal Merger Corp. II 2020
Incentive Plan, a copy of which is attached
to the accompanying proxy statement as
Annex E.
12. The Adjournment Proposal - approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, 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 any of the
condition precedent proposals or the
incentive plan proposal.
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BITAUTO HOLDINGS LTD. (BITA) Agenda Number: 935279338
--------------------------------------------------------------------------------------------------------------------------
Security: 091727107
Meeting Type: Special
Meeting Date: 23-Oct-2020
Ticker: BITA
ISIN: US0917271076
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S1. THAT the Agreement and Plan of Merger, Mgmt For
dated as of June 12, 2020 (the "Merger
Agreement"), by and between the Company,
Yiche Holding Limited, an exempted company
incorporated with limited liability under
the laws of the Cayman Islands ("Parent")
and Yiche Mergersub Limited, an exempted
company incorporated with limited liability
under the laws of the Cayman Islands and a
wholly owned Subsidiary of Parent ("Merger
Sub" and, together with Parent, each a
"Parent Party" and collectively the ...(due
to space limits, see proxy material for
full proposal).
O2. THAT each of the members of the special Mgmt For
committee of the board of directors of the
Company, the chief executive officer of the
Company and the chief financial officer of
the Company be authorized to do all things
necessary to give effect to the Merger
Agreement, the Plan of Merger, and the
transactions contemplated thereby,
including (i) the Merger, (ii) the
Variation of Capital and (iii) the Adoption
of Amended M&A.
O3. THAT the extraordinary general meeting be Mgmt For
adjourned in order to allow the Company to
solicit additional proxies in the event
that there are insufficient proxies
received at the time of the extraordinary
general meeting to pass the resolutions to
be proposed at the extraordinary general
meeting.
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CAESARS ENTERTAINMENT CORPORATION Agenda Number: 935241860
--------------------------------------------------------------------------------------------------------------------------
Security: 127686103
Meeting Type: Annual
Meeting Date: 24-Jul-2020
Ticker: CZR
ISIN: US1276861036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Thomas Benninger Mgmt For For
1B. Election of Director: Jan Jones Blackhurst Mgmt For For
1C. Election of Director: Juliana Chugg Mgmt For For
1D. Election of Director: Denise Clark Mgmt For For
1E. Election of Director: Keith Cozza Mgmt For For
1F. Election of Director: John Dionne Mgmt For For
1G. Election of Director: James Hunt Mgmt For For
1H. Election of Director: Don Kornstein Mgmt For For
1I. Election of Director: Courtney Mather Mgmt For For
1J. Election of Director: James Nelson Mgmt For For
1K. Election of Director: Anthony Rodio Mgmt For For
2. To approve, on an advisory, non-binding Mgmt For For
basis, named executive officer
compensation.
3. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for the
year ending December 31, 2020.
--------------------------------------------------------------------------------------------------------------------------
CC NEUBERGER PRINCIPAL HOLDINGS Agenda Number: 935326442
--------------------------------------------------------------------------------------------------------------------------
Security: G1992Y114
Meeting Type: Special
Meeting Date: 02-Feb-2021
Ticker: PCPL
ISIN: KYG1992Y1145
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Domestication Proposal - to consider Mgmt For For
and vote upon a proposal by special
resolution to change the corporate
structure and domicile of CCNB1 by way of
continuation from an exempted company
incorporated under the laws of the Cayman
Islands to a corporation incorporated under
the laws of the State of Delaware (the
"Domestication"). The Domestication will be
effected simultaneously with the Business
Combination (as defined below) by CCNB1
filing a Certificate of Corporate
Domestication ...(due to space limits, see
proxy statement for full proposal).
2. The Business Combination Proposal - to Mgmt For For
consider and vote upon a proposal by
ordinary resolution to approve the Business
Combination Agreement, dated as of October
14, 2020 (as amended or supplemented from
time to time, the "Business Combination
Agreement"), by and among CCNB1, Sonar
Merger Sub I, LLC, a Delaware limited
liability company ("Blocker Merger Sub 1"),
Sonar Merger Sub II, LLC, a Delaware
limited liability company ("Blocker Merger
Sub 2"), Sonar Merger Sub III, LLC ...(due
to space limits, see proxy statement for
full proposal).
3. The Equity Incentive Plan Proposal - to Mgmt For For
consider and vote upon the approval by
ordinary resolution of the Equity Incentive
Plan. CCNB1 refers to this as the "Equity
Incentive Plan Proposal." A copy of the
Equity Incentive Plan is attached to an
amendment to the accompanying proxy
statement/prospectus.
4. The Charter Proposal - to consider and vote Mgmt For For
upon the approval by special resolution of
the amendment and restatement of the
Existing Organizational Documents (as
defined herein) in their entirety by the
proposed new certificate of incorporation
(the "Certificate of Incorporation") of the
Company (a corporation incorporated in the
State of Delaware, assuming the
Domestication Proposal is approved and
adopted, and the filing with and acceptance
by the Secretary of State of Delaware
...(due to space limits, see proxy
statement for full proposal).
5A. Organizational Documents Proposal 5a - an Mgmt For For
amendment to change the authorized capital
stock of CCNB1 from (i) 500,000,000 Class A
ordinary shares, par value $0.0001 per
share (the "Class A ordinary shares"),
50,000,000 Class B ordinary shares, par
value $0.001 per share (the "Class B
ordinary shares"), and 1,000,000 preference
shares, par value $0.0001 per share, to
(ii) 2,500,000,000 shares of Class A common
stock, par value $0.0001 per share, of the
Company (the "Class A common stock")
...(due to space limits, see proxy
statement for full proposal).
5B. Organizational Documents Proposal 5b - an Mgmt For For
amendment to authorize the board of the
directors of the Company subsequent to the
completion of the Business Combination (the
"Company Board") to make future issuances
of any or all shares of Preferred Stock in
one or more classes or series, with such
terms and conditions as may be expressly
determined by the Company Board and as may
be permitted by the DGCL.
5C. Organizational Documents Proposal 5c - an Mgmt For For
amendment to provide that certain
provisions of the Certificate of
Incorporation are subject to certain
provisions of the Investor Rights Agreement
(as defined in the accompanying proxy
statement/prospectus).
5D. Organizational Documents Proposal 5d - an Mgmt For For
amendment to remove the ability of the
Company's stockholders to take action by
written consent in lieu of a meeting unless
such action is recommended or approved by
all directors then in office.
5E. Organizational Documents Proposal 5e - an Mgmt For For
amendment to authorize the classification
of the Company Board into three classes of
directors with staggered three-year terms
of office and make certain related changes.
5F. Organizational Documents Proposal 5f - an Mgmt For For
amendment to adopt Delaware as the
exclusive forum for certain stockholder
litigation.
5G. Organizational Documents Proposal 5g - Mgmt For For
certain other changes in connection with
the replacement of Existing Organizational
Documents with the Certificate of
Incorporation and Bylaws to be adopted as
part of the Domestication (copies of which
are attached to the accompanying proxy
statement/ prospectus as Annex E and Annex
F, respectively), including (1) changing
the post-Business Combination corporate
name from "CC Neuberger Principal Holdings
I" to "E2open Parent Holdings, Inc.
6. The NYSE Proposal - to consider and vote Mgmt For For
upon a proposal by ordinary resolution to
approve, for the purposes of complying with
the applicable provisions of NYSE Listing
Rule 312.03, the issuance of shares of
Class A common stock, and securities
convertible into or exchangeable for Class
A common stock, in connection with the
Business Combination, the PIPE Investment,
the Backstop Agreement, and any Permitted
Equity Financing and shares of Class A
common stock underlying Restricted Sponsor
Shares (the "NYSE Proposal").
7. The Adjournment Proposal - to consider and Mgmt For For
vote upon a proposal by ordinary resolution
to approve the adjournment of the
extraordinary general 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 extraordinary general meeting (this
proposal is referred to herein as the
"Adjournment Proposal")
--------------------------------------------------------------------------------------------------------------------------
CEC ENTERTAINMENT, INC. Agenda Number: 935299152
--------------------------------------------------------------------------------------------------------------------------
Security: 125137AB5
Meeting Type: Consent
Meeting Date: 08-Dec-2020
Ticker:
ISIN: US125137AB57
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. VOTE ON THE PLAN. SELECT "FOR" TO ACCEPT Mgmt For
THE PLAN SELECT "AGAINST" TO REJECT THE
PLAN. ABSTAIN IS NOT A VALID VOTING OPTION
AND WILL NOT COUNT.
2. OPT OUT OF THE THIRD-PARTY RELEASE. (FOR = Mgmt Abstain
OPT OUT, AGAINST OR ABSTAIN = DO NOT OPT
OUT)
--------------------------------------------------------------------------------------------------------------------------
CF FINANCE ACQUISITION CORP. Agenda Number: 935263830
--------------------------------------------------------------------------------------------------------------------------
Security: 12528N107
Meeting Type: Special
Meeting Date: 10-Sep-2020
Ticker: CFFA
ISIN: US12528N1072
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment Proposal: Amend the Mgmt Against Against
Company's amended and restated certificate
of incorporation to extend the date by
which the Company has to consummate a
business combination from September 17,
2020 to December 17, 2020 or such earlier
date as determined by the board of
directors.
2. Adjournment Proposal: Adjourn the Special Mgmt For For
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 Proposal
1.
--------------------------------------------------------------------------------------------------------------------------
CF FINANCE ACQUISITION CORP. Agenda Number: 935285684
--------------------------------------------------------------------------------------------------------------------------
Security: 12528N107
Meeting Type: Special
Meeting Date: 03-Nov-2020
Ticker: CFFA
ISIN: US12528N1072
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal to (a)
approve and adopt the Transaction
Agreement, dated as of August 2, 2020 (as
the same may be amended, the "Transaction
Agreement"), by and among CFAC, CF Finance
Intermediate Acquisition, LLC
("IntermediateCo"), CF Finance Holdings,
LLC (the "Sponsor"), Grosvenor Capital
Management Holdings, LLLP ("GCMH"), the
GCMH Equityholders, GCMHGP LLC, GCM V, LLC
("GCM V") and GCM Grosvenor Inc. ("GCM
PubCo").
2a. Organizational Documents Proposal A - To Mgmt For For
authorize the change in the authorized
capital stock of CFAC from 100,000,000
shares of Class A common stock, par value
$0.0001 per share (the "CFAC Class A common
stock"), 10,000,000 shares of Class B
common stock, par value $0.0001 per share
(the "CFAC Class B common stock"), and
1,000,000 preferred shares, par value.
2b. Organizational Documents Proposal B - To Mgmt For For
authorize that holders of shares of GCM
Class A common stock will be entitled to
cast one vote per share of GCM Class A
common stock and holders of shares of GCM
Class C common stock will, (1) prior to the
Sunset Date, be entitled to cast the lesser
of (x) 10 votes per share and (y) the Class
C Share Voting Amount and (2) from and
after the Sunset Date, be entitled to cast
one vote per share.
2c. Organizational Documents Proposal C - To Mgmt For For
authorize that certain provisions of the
certificate of incorporation of GCM PubCo
and certain provisions of the bylaws of GCM
PubCo, in each case, will be subject to the
Stockholders' Agreement.
2d. Organizational Documents Proposal D - To Mgmt For For
authorize all other changes in connection
with the replacement of CFAC's amended and
restated certificate of incorporation and
bylaws with GCM PubCo's amended and
restated certificate of incorporation and
bylaws as part of the Merger.
3. The Nasdaq Proposal - To consider and vote Mgmt For For
upon a proposal to approve, for purposes of
complying with applicable listing rules of
The Nasdaq Capital Market, the issuance and
sale of (a) 3,500,000 shares of GCM Class A
common stock and 1,500,000 GCM PubCo
private placement warrants to the Sponsor,
(b) 19,500,000 shares of GCM Class A common
stock to certain third- party investors and
(c) a number of shares of GCM Class C
common stock to GCM V equal to the GCM V
Class C Allocation.
4. The 2020 Plan Proposal - To consider and Mgmt For For
vote upon a proposal to approve and adopt
the CF Finance Acquisition Corp. 2020
Incentive Award Plan and material terms
thereunder.
5. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, 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
Organizational Documents Proposals, the
Nasdaq Proposal and the 2020 Plan Proposal.
--------------------------------------------------------------------------------------------------------------------------
CHANGE HEALTHCARE INC Agenda Number: 935344983
--------------------------------------------------------------------------------------------------------------------------
Security: 15912K100
Meeting Type: Special
Meeting Date: 13-Apr-2021
Ticker: CHNG
ISIN: US15912K1007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of January 5, 2021, among Change
Healthcare Inc., UnitedHealth Group
Incorporated and Cambridge Merger Sub Inc.
2. To approve, on a non-binding, advisory Mgmt For For
basis, certain compensation that may be
paid or become payable to Change's named
executive officers in connection with the
Merger.
3. To adjourn or postpone the Special Meeting, Mgmt For For
if necessary or appropriate, to solicit
additional proxies if there are not
sufficient votes to approve the proposal
described above in Proposal 1.
--------------------------------------------------------------------------------------------------------------------------
CHURCHILL CAP CORP II Agenda Number: 935450089
--------------------------------------------------------------------------------------------------------------------------
Security: 17143G106
Meeting Type: Special
Meeting Date: 10-Jun-2021
Ticker: CCX
ISIN: US17143G1067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Merger Proposal - To consider and vote Mgmt For For
upon a proposal to approve the Agreement
and Plan of Merger, dated as of October 12,
2020 (as it may be amended and/or restated
from time to time, the "Skillsoft Merger
Agreement"), by and among Churchill and
Software Luxembourg Holding S.A.
("Skillsoft"), and the transactions
contemplated thereby.
2. The Merger Issuance Proposal - To consider Mgmt For For
and vote upon a proposal to approve, for
purposes of complying with applicable
listing rules of the New York Stock
Exchange (the "NYSE"), the issuance of
shares of Churchill Class A common stock
and Churchill Class C common stock pursuant
to the Skillsoft Merger Agreement.
3. The Charter Amendment Proposal - To Mgmt For For
consider and vote upon a proposal to adopt
an amendment (the "Charter Amendment") to
Churchill's amended and restated
certificate of incorporation currently in
effect (the "Existing Charter") in the form
attached to the Joint Proxy
Statement/Prospectus as Annex B.
4. The Charter Approval Proposal - To consider Mgmt For For
and vote upon a proposal to adopt the
Second Amended and Restated Certificate of
Incorporation (the "Proposed Charter") in
the form attached to the Joint Proxy
StatementProspectus as Annex C.
5. The Governance Proposal - To consider and Mgmt For For
act upon, on a non- binding advisory basis,
a separate proposal with respect to certain
governance provisions in the Proposed
Charter in order to give holders of
Churchill common stock the opportunity to
present their separate views on important
corporate governance procedures.
6A. Election of Director: Jeffrey R. Tarr Mgmt For For
6B. Election of Director: Helena B. Foulkes Mgmt For For
6C. Election of Director: Ronald W. Hovsepian Mgmt For For
6D. Election of Director: Michael Klein Mgmt For For
6E. Election of Director: Karen G. Mills Mgmt For For
6F. Election of Director: Lawrence H. Summers Mgmt For For
6G. Election of Director: Peter Schmitt Mgmt For For
7. The Prosus PIPE Issuance Proposal - To Mgmt For For
consider and vote upon a proposal to
approve, for purposes of complying with the
applicable listing rules of the NYSE, the
issuance of shares of Churchill Class A
common stock pursuant to the Prosus
Subscription Agreement (including the
shares issuable (i) upon Prosus's exercise
of the Prosus Top-Up Right and (ii) upon
Prosus's exercise of the Prosus Warrants
(each as defined in the Joint Proxy
Statement/Prospectus)).
8. The SuRo PIPE Issuance Proposal - To Mgmt For For
consider and vote upon a proposal to
approve, for purposes of complying with the
applicable listing rules of the NYSE, the
issuance of shares of Class A common stock
pursuant to the SuRo Subscription Agreement
(as defined in the Joint Proxy
Statement/Prospectus).
9. The Incentive Plan Proposal - To consider Mgmt For For
and vote upon a proposal to approve and
adopt the Incentive Plan (as defined in the
Joint Proxy Statement/Prospectus).
10. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the Churchill 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.
--------------------------------------------------------------------------------------------------------------------------
CHURCHILL CAP CORP III Agenda Number: 935277384
--------------------------------------------------------------------------------------------------------------------------
Security: 17144C104
Meeting Type: Special
Meeting Date: 07-Oct-2020
Ticker: CCXX
ISIN: US17144C1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the business combination Mgmt For For
described in the accompanying proxy
statement, including (a) adopting the
Agreement and Plan of Merger, dated as of
July 12, 2020, by and among Churchill,
Polaris Parent Corp., Polaris Investment
Holdings, L.P., Music Merger Sub I, Inc., a
subsidiary of Churchill, and Music Merger
Sub II LLC, a subsidiary of Churchill, a
copy of which is attached to the
accompanying proxy statement as Annex A.
2. To approve and adopt the second amended and Mgmt For For
restated certificate of incorporation of
Churchill in the form attached to the
accompanying proxy statement as Annex B
(the "second amended and restated
certificate of incorporation")
3A. To require, at any time that the Sellers Mgmt For For
and their Permitted Transferees (each as
defined in the second amended and restated
certificate of incorporation) beneficially
own, in the aggregate, less than 50% of the
voting power of the stock of Churchill
entitled to vote generally in the election
of directors, the approval of the
affirmative vote of the holders of at least
66 2/3% of the common stock of Churchill to
make any amendment to certain provisions of
the certificate of incorporation or bylaws,
including any amendments to Article V.
3B. To cause Churchill to not be governed by Mgmt For For
Section 203 of the Delaware General
Corporate Law ("DGCL") and, instead,
include a provision in the second amended
and restated certificate of incorporation
that is substantially similar to Section
203 of the DGCL, but excludes certain
parties, including H&F (as defined in the
second amended and restated certificate of
incorporation), any of H&F's direct
transferees or any of their affiliates or
successors from the definition of
"interested stockholder," and to make
certain related changes
3C. To approve an increase of Churchill's total Mgmt For For
number of authorized shares of all classes
of capital stock from 301,000,000 shares to
1,510,000,000 shares, which would consist
of (i) increasing Churchill's Class A
common stock from 250,000,000 shares to
1,500,000,000 shares and (ii) increasing
Churchill's preferred stock from 1,000,000
to 10,000,000 shares.
3D. To approve provisions in second amended and Mgmt For For
restated certificate of incorporation that
provide that certain transactions are not
"corporate opportunities" and that each of
Sellers, Churchill and their respective
affiliates and investment funds affiliated
with Sellers and Churchill 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 foregoing who serve as
officers or directors of Churchill are not
subject.
3E. To approve provisions in the second amended Mgmt For For
and restated certificate of incorporation
that provide that, for so long as the
Sellers and their Permitted Transferees
beneficially own, in the aggregate, 50% or
more of the voting power of the stock of
Churchill entitled to vote generally in the
election of directors, any action required
or permitted to be taken at any annual or
special meeting of stockholders of
Churchill may be taken without a meeting,
without prior notice and without a vote
4. To approve and adopt the Churchill Capital Mgmt For For
Corp III 2020 Omnibus Incentive Plan and
the material terms thereunder, including
the authorization of the initial share
reserve thereunder. A copy of such
Incentive Plan is attached to the
accompanying proxy statement as Annex H.
5. DIRECTOR
Paul Emery Mgmt For For
Mark Tabak Mgmt For For
Bill Veghte Mgmt For For
Glenn R. August Mgmt For For
Richard Clarke Mgmt For For
Hunter Philbrick Mgmt For For
Anthony Colaluca Mgmt For For
Michael Klein Mgmt For For
Allen Thorpe Mgmt For For
6. To approve, for purposes of complying with Mgmt For For
the applicable provisions of Section 312.03
of the New York Stock Exchange's ("NYSE")
Listed Company Manual, (a) the issuance of
more than 20% of Churchill's issued and
outstanding shares of common stock in
connection with the Transactions (as
described in the accompanying proxy
statement), including, without limitation,
the PIPE Investment and the issuance of
more than 20% of Churchill's issued and
outstanding shares to a single holder in
connection with the Transactions.
7. To approve any proposal to adjourn the Mgmt For For
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 Proposal Nos. 1 through 6.
--------------------------------------------------------------------------------------------------------------------------
CINCINNATI BELL INC. Agenda Number: 935257217
--------------------------------------------------------------------------------------------------------------------------
Security: 171871502
Meeting Type: Annual
Meeting Date: 24-Sep-2020
Ticker: CBB
ISIN: US1718715022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director for one-year term Mgmt For For
expiring in 2021: Meredith J. Ching
1B. Election of Director for one-year term Mgmt For For
expiring in 2021: Walter A. Dods, Jr.
1C. Election of Director for one-year term Mgmt For For
expiring in 2021: John W. Eck
1D. Election of Director for one-year term Mgmt For For
expiring in 2021: Leigh R. Fox
1E. Election of Director for one-year term Mgmt For For
expiring in 2021: Jakki L. Haussler
1F. Election of Director for one-year term Mgmt For For
expiring in 2021: Craig F. Maier
1G. Election of Director for one-year term Mgmt For For
expiring in 2021: Russel P. Mayer
1H. Election of Director for one-year term Mgmt For For
expiring in 2021: Theodore H. Torbeck
1I. Election of Director for one-year term Mgmt For For
expiring in 2021: Lynn A. Wentworth
1J. Election of Director for one-year term Mgmt For For
expiring in 2021: Martin J. Yudkovitz
2. Approval, by a non-binding advisory vote, Mgmt For For
of our executive officers' compensation.
3. Ratification of our Audit and Finance Mgmt For For
Committee's appointment of our independent
registered public accounting firm for 2020.
--------------------------------------------------------------------------------------------------------------------------
CNX MIDSTREAM PARTNERS LP Agenda Number: 935269589
--------------------------------------------------------------------------------------------------------------------------
Security: 12654A101
Meeting Type: Consent
Meeting Date: 26-Sep-2020
Ticker: CNXM
ISIN: US12654A1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The undersigned, being a holder of record Mgmt For For
as of the Record Date of CNXM Limited
Partner Interests, hereby consents to and
approves, by written consent without a
meeting, the Merger Agreement (as defined
below) and the transactions contemplated
thereby, including the Merger (as defined
below).
--------------------------------------------------------------------------------------------------------------------------
COHERENT, INC. Agenda Number: 935354718
--------------------------------------------------------------------------------------------------------------------------
Security: 192479103
Meeting Type: Annual
Meeting Date: 06-May-2021
Ticker: COHR
ISIN: US1924791031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Jay T. Flatley Mgmt For For
1B. Election of Director: Pamela Fletcher Mgmt For For
1C. Election of Director: Andreas W. Mattes Mgmt For For
1D. Election of Director: Beverly Kay Matthews Mgmt For For
1E. Election of Director: Michael R. McMullen Mgmt For For
1F. Election of Director: Garry W. Rogerson Mgmt For For
1G. Election of Director: Steve Skaggs Mgmt For For
1H. Election of Director: Sandeep Vij Mgmt For For
2. To approve our amended and restated Mgmt For For
Employee Stock Purchase Plan.
3. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for the fiscal year
ending October 2, 2021.
4. To approve, on a non-binding advisory Mgmt For For
basis, our named executive officer
compensation.
--------------------------------------------------------------------------------------------------------------------------
COHERENT, INC. Agenda Number: 935443008
--------------------------------------------------------------------------------------------------------------------------
Security: 192479103
Meeting Type: Special
Meeting Date: 24-Jun-2021
Ticker: COHR
ISIN: US1924791031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of March 25, 2021, by and among
Coherent, Inc., II-VI Incorporated and
Watson Merger Sub Inc. (the "merger
agreement").
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the executive officer compensation
that will or may be paid to Coherent's
named executive officers in connection with
the transactions contemplated by the merger
agreement.
3. To adjourn Coherent's special meeting of Mgmt For For
stockholders (the "Special Meeting"), if
necessary or appropriate, to solicit
additional proxies if, immediately prior to
such adjournment, there are not sufficient
votes to approve the Coherent merger
proposal or to ensure that any supplement
or amendment to the accompanying joint
proxy statement/prospectus is timely
provided to Coherent stockholders.
--------------------------------------------------------------------------------------------------------------------------
COLLIER CREEK HOLDINGS, INC. Agenda Number: 935260543
--------------------------------------------------------------------------------------------------------------------------
Security: G22707106
Meeting Type: Special
Meeting Date: 27-Aug-2020
Ticker: CCH
ISIN: KYG227071068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Domestication Proposal - To consider Mgmt For For
and vote upon a proposal by special
resolution to change the corporate
structure and domicile of Collier Creek by
way of continuation from an exempted
company incorporated under the laws of the
Cayman Islands to a corporation
incorporated under the laws of the State of
Delaware ("Domestication"). The
Domestication will be effected
simultaneously with the Business
Combination.
2. The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal by
ordinary resolution to approve the Business
Combination Agreement, dated as of June 5,
2020 by and among Collier Creek, Utz Brands
Holdings, LLC, the parent of Utz Quality
Foods, LLC, and Utz's existing
equityholders, and the transactions
contemplated by the Business Combination
Agreement.
3. The Equity Incentive Plan Proposal - To Mgmt For For
consider and vote upon the approval by
ordinary resolution of the Equity Incentive
Plan. Collier Creek refers to this as the
"Equity Incentive Plan Proposal." A copy of
the Equity Incentive Plan is attached to
the accompanying proxy statement/prospectus
as Annex D.
4. Organizational Documents Proposal A - as a Mgmt For For
special resolution, to authorize the change
in the authorized capital stock of Collier
Creek from (i) 400,000,000 Class A ordinary
shares, par value $0.0001 per share,
50,000,000 Class B ordinary shares, par
value $0.001 per share, and 1,000,000
preferred shares, par value $0.0001 per
share, to (ii) 1,000,000,000 shares of
Class A common stock, par value $0.0001 per
share, of the Company, 1,000,000 shares of
Series B-1 non-voting common stock, par
value $0.0001 per share, of the Company.
5. Organizational Documents Proposal B - As a Mgmt For For
special resolution, to authorize the
Company to make issuances of any or all
shares of Preferred Stock in one or more
classes or series, with such terms and
conditions as may be expressly determined
by the Company's board of directors and as
may be permitted by the DGCL.
6. Organizational Documents Proposal C - As a Mgmt For For
special resolution, to provide that certain
provisions of the Certificate of
Incorporation are subject to certain
provisions of the Investor Rights Agreement
(as defined in the accompanying proxy
statement/prospectus)
7. Organizational Documents Proposal D - As a Mgmt For For
special resolution, to authorize the
removal of the ability of the Company's
stockholders to take action by written
consent in lieu of a meeting unless such
action is recommended or approved by all
directors then in office.
8. Organizational Documents Proposal E - As a Mgmt For For
special resolution, to authorize the
classification of the Company's board of
directors into three classes of directors
with staggered three-year terms of office
and make certain related changes.
9. Organizational Documents Proposal F - As a Mgmt For For
special resolution, to authorize the
adoption of Delaware as the exclusive forum
for certain stockholder litigation.
10. Organizational Documents Proposal G - As a Mgmt For For
special resolution, to authorize all other
changes in connection with the replacement
of Existing Organizational Documents with
the Certificate of Incorporation and Bylaws
as part of the Domestication.
11. The Adjournment Proposal- To consider and Mgmt For For
vote upon a proposal by ordinary resolution
to approve the adjournment of the
extraordinary general 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 extraordinary general meeting (this
proposal is referred to herein as the
"Adjournment Proposal").
--------------------------------------------------------------------------------------------------------------------------
CONCHO RESOURCES INC Agenda Number: 935317924
--------------------------------------------------------------------------------------------------------------------------
Security: 20605P101
Meeting Type: Special
Meeting Date: 15-Jan-2021
Ticker: CXO
ISIN: US20605P1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated October 18, 2020 (as it may be
amended from time to time, the "Merger
Agreement"), by and among Concho Resources
Inc., ConocoPhillips and Falcon Merger Sub
Corp.
2. To approve, by non-binding vote, certain Mgmt For For
compensation that may be paid or become
payable to Concho Resources Inc.'s named
executive officers that is based on, or
otherwise relates to, the merger
contemplated by the Merger Agreement.
--------------------------------------------------------------------------------------------------------------------------
COOPER TIRE & RUBBER COMPANY Agenda Number: 935389254
--------------------------------------------------------------------------------------------------------------------------
Security: 216831107
Meeting Type: Special
Meeting Date: 30-Apr-2021
Ticker: CTB
ISIN: US2168311072
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adopt the Agreement and Plan of Merger, Mgmt For For
dated as of February 22, 2021, by and among
The Goodyear Tire & Rubber Company, Vulcan
Merger Sub Inc., a wholly owned subsidiary
of The Goodyear Tire & Rubber Company, and
Cooper Tire & Rubber Company.
2. Approve, on a non-binding advisory basis, Mgmt For For
the compensation that may be paid or become
payable to Cooper Tire & Rubber Company's
named executive officers that is based on
or otherwise relates to the merger.
3. Approve the adjournment of the Cooper Tire Mgmt For For
& Rubber Company special meeting, if
necessary or appropriate, to solicit
additional proxies if there are not
sufficient votes to adopt the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
CORELOGIC, INC. Agenda Number: 935382046
--------------------------------------------------------------------------------------------------------------------------
Security: 21871D103
Meeting Type: Special
Meeting Date: 28-Apr-2021
Ticker: CLGX
ISIN: US21871D1037
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to adopt the Agreement and Plan of Mgmt For For
Merger, dated as of February 4, 2021 (as it
may be amended from time to time, the
"Merger Agreement"), by and among
Celestial-Saturn Parent Inc.,
Celestial-Saturn Merger Sub Inc., and
CoreLogic, Inc.
2. Non-binding, advisory proposal to approve Mgmt For For
compensation that will or may become
payable by CoreLogic, Inc. to its named
executive officers in connection with the
merger contemplated by the Merger
Agreement.
--------------------------------------------------------------------------------------------------------------------------
CRESCENT ACQUISITION CORP Agenda Number: 935331621
--------------------------------------------------------------------------------------------------------------------------
Security: 22564L105
Meeting Type: Special
Meeting Date: 17-Feb-2021
Ticker: CRSA
ISIN: US22564L1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Charter Extension Proposal - amend the Mgmt For For
amended and restated certificate of
incorporation ("Charter") to extend the
date by which the Company must (1)
consummate a merger, capital stock
exchange, asset acquisition, stock
purchase, reorganization or similar
business combination, (2) cease its
operations except for the purpose of
winding up if it fails to complete such
initial business combination, (3) redeem
all of the shares of Class A common stock,
par value $0.0001 per share, from March 12,
2021 to June 30, 2021 (the "Charter
Extension").
2. The Trust Extension Proposal - amend the Mgmt For For
Investment Management Trust Agreement,
dated March 7,2019 by and between the
Company and Continental Stock Transfer &
Trust Company, a New York limited purpose
trust company, as trustee, pursuant to an
amendment to the Trust Agreement in the
form set forth in Annex B of the
accompanying proxy statement, to extend the
date on which Continental must liquidate
the trust account established in connection
with the IPO if the Company has not
completed its initial business
combination,from March 12,2021 to June
30,2021.
3. The Adjournment Proposal - approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, 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
proposals for the Charter Extension and/or
the Trust Extension (the "Adjournment
Proposal").
--------------------------------------------------------------------------------------------------------------------------
DUPONT DE NEMOURS INC Agenda Number: 935348436
--------------------------------------------------------------------------------------------------------------------------
Security: 26614N102
Meeting Type: Annual
Meeting Date: 28-Apr-2021
Ticker: DD
ISIN: US26614N1028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Amy G. Brady Mgmt For For
1B. Election of Director: Edward D. Breen Mgmt For For
1C. Election of Director: Ruby R. Chandy Mgmt For For
1D. Election of Director: Franklin K. Clyburn, Mgmt For For
Jr.
1E. Election of Director: Terrence R. Curtin Mgmt For For
1F. Election of Director: Alexander M. Cutler Mgmt For For
1G. Election of Director: Eleuthere I. du Pont Mgmt For For
1H. Election of Director: Luther C. Kissam Mgmt For For
1I. Election of Director: Frederick M. Lowery Mgmt For For
1J. Election of Director: Raymond J. Milchovich Mgmt For For
1K. Election of Director: Deanna M. Mulligan Mgmt For For
1L. Election of Director: Steven M. Sterin Mgmt For For
2. Advisory Resolution to Approve Executive Mgmt For For
Compensation.
3. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for 2021.
4. Amendment and Restatement of the Company's Mgmt For For
Certificate of Incorporation to Decrease
the Ownership Threshold for Stockholders to
Call a Special Meeting.
5. Right to Act by Written Consent. Shr For Against
6. Annual Disclosure of EEO-1 Data. Shr Abstain Against
7. Annual Report on Plastic Pollution. Shr Abstain Against
--------------------------------------------------------------------------------------------------------------------------
E*TRADE FINANCIAL CORPORATION Agenda Number: 935240298
--------------------------------------------------------------------------------------------------------------------------
Security: 269246401
Meeting Type: Special
Meeting Date: 17-Jul-2020
Ticker: ETFC
ISIN: US2692464017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to adopt the Agreement and Plan of Mgmt For For
Merger, dated as of February 20, 2020 (as
it may be amended from time to time, the
"merger agreement"), by and among Morgan
Stanley, Moon-Eagle Merger Sub, Inc. and
E*TRADE Financial Corporation ("E*TRADE").
2. Proposal to approve, on an advisory Mgmt For For
(non-binding) basis, certain compensation
that may be paid or become payable to
E*TRADE's named executive officers in
connection with the merger.
3. Proposal to adjourn the E*TRADE special Mgmt For For
meeting, if necessary or appropriate, to
solicit additional proxies in favor of the
merger agreement proposal if there are not
sufficient votes at the time of such
adjournment to adopt the merger agreement.
--------------------------------------------------------------------------------------------------------------------------
EXTENDED STAY AMERICA, INC. Agenda Number: 935422345
--------------------------------------------------------------------------------------------------------------------------
Security: 30224P200
Meeting Type: Special
Meeting Date: 11-Jun-2021
Ticker: STAY
ISIN: US30224P2002
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the merger agreement and approve Mgmt Against Against
the mergers and the other transactions
contemplated by the merger agreement.
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation that may be paid or
become payable to the Company's named
executive officers that is based on or
otherwise relates to the mergers.
3. To approve, any adjournment of the meeting Mgmt Against Against
for the purpose of soliciting additional
proxies.
--------------------------------------------------------------------------------------------------------------------------
EXTENDED STAY AMERICA, INC. Agenda Number: 935422357
--------------------------------------------------------------------------------------------------------------------------
Security: 30224P211
Meeting Type: Special
Meeting Date: 11-Jun-2021
Ticker:
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to adopt the merger agreement and Mgmt Against Against
approve the mergers and the other
transactions contemplated by the merger
agreement.
2. Proposal to approve, on a non-binding, Mgmt For For
advisory basis, the compensation that may
be paid or become payable to Hospitality's
named executive officers that is based on
or otherwise relates to the mergers.
--------------------------------------------------------------------------------------------------------------------------
EXTENDED STAY AMERICA, INC. Agenda Number: 935435772
--------------------------------------------------------------------------------------------------------------------------
Security: 30224P200
Meeting Type: Special
Meeting Date: 11-Jun-2021
Ticker: STAY
ISIN: US30224P2002
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the merger agreement and approve Mgmt Against Against
the mergers and the other transactions
contemplated by the merger agreement.
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation that may be paid or
become payable to the Company's named
executive officers that is based on or
otherwise relates to the mergers.
3. To approve, any adjournment of the meeting Mgmt Against Against
for the purpose of soliciting additional
proxies.
--------------------------------------------------------------------------------------------------------------------------
FALCON CAPITAL ACQUISITION CORP. Agenda Number: 935456891
--------------------------------------------------------------------------------------------------------------------------
Security: 30606L108
Meeting Type: Special
Meeting Date: 29-Jun-2021
Ticker: FCAC
ISIN: US30606L1089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - to Mgmt For For
consider and vote upon a proposal to
approve the agreement and plan of merger,
dated February 12, 2021, by and among FCAC,
FCAC Merger Sub Inc., a wholly-owned
subsidiary of FCAC ("Merger Sub"),
Sharecare, Inc. ("Sharecare") and Colin
Daniel, solely in his capacity as
representative of the Sharecare
stockholders (the "Stockholder
Representative") (as may be amended and/or
restated from time to time, the "Merger
Agreement") and the transactions
contemplated ...(due to space limits, see
proxy statement for full proposal).
2. The Charter Proposal- to consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal is approved,
the proposed fourth amended and restated
certificate of incorporation of FCAC which
includes a certificate of designations for
the Series A Preferred Stock ("Series A
Preferred Stock") (the "Proposed Charter"),
which will replace FCAC's third amended and
restated certificate of incorporation,
dated September 21, 2020 (the "Current
Charter") and will be in ...(due to space
limits, see proxy statement for full
proposal).
3. The Advisory Charter Proposal - to consider Mgmt For For
and vote upon a separate proposal to
approve, on a non-binding advisory basis,
the following material difference between
the Proposed Charter and the Current
Charter, which is being presented in
accordance with the requirements of the
U.S. Securities and Exchange Commission
("SEC") as a separate sub-proposal (we
refer to such proposals as the "Advisory
Charter Proposal"). Under the Proposed
Charter, New Sharecare will be authorized
to issue ...(due to space limits, see proxy
statement for full proposal).
4. The Stock Issuance Proposal - to consider Mgmt For For
and vote upon a proposal to approve,
assuming the Business Combination Proposal
and the Charter Proposal are approved and
adopted, for the purposes of complying with
the applicable listing rules of Nasdaq, the
issuance of (x) shares of FCAC Class A
common stock and the New Sharecare Series A
Preferred Stock pursuant to the terms of
the Merger Agreement and (y) shares of FCAC
Class A common stock to certain
institutional investors (the "PIPE ...(due
to space limits, see proxy statement for
full proposal).
5. The Incentive Plan Proposal - to consider Mgmt For For
and vote upon a proposal to approve,
assuming the Business Combination Proposal,
the Charter Proposal and the Stock Issuance
Proposal are approved and adopted, the
Sharecare, Inc. 2021 Omnibus Incentive Plan
(the "Incentive Plan"), a copy of which is
attached to the accompanying proxy
statement/prospectus as Annex E, including
the authorization of the initial share
reserve under the Incentive Plan (the
"Incentive Plan Proposal").
6. The Adjournment Proposal - to consider and Mgmt For For
vote upon 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 if, based upon the tabulated vote
at the time of the Special Meeting, any of
the Business Combination Proposal, the
Charter Proposal, the Stock Issuance
Proposal, and the Incentive Plan Proposal
(together the "condition precedent
proposals") would not be duly approved and
adopted by our ...(due to space limits, see
proxy statement for full proposal).
--------------------------------------------------------------------------------------------------------------------------
FINTECH ACQUISITION CORP. III Agenda Number: 935278247
--------------------------------------------------------------------------------------------------------------------------
Security: 31811A101
Meeting Type: Special
Meeting Date: 15-Oct-2020
Ticker: FTAC
ISIN: US31811A1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal -To Mgmt For For
consider and vote upon a proposal to
approve the business combination and adopt
the Agreement and Plan of Merger, dated as
of August 3, 2020, as it may be amended
(the "Merger Agreement"), by and among the
Company, GTCR-Ultra Holdings, LLC,
GTCR-Ultra Holdings II, LLC, FinTech III
Merger Sub Corp., FinTech Acquisition Corp.
III Parent Corp., GTCR/Ulra Blocker, Inc.
and GTCR Fund XI/C LP.
2A To change the Company's name to Paya Mgmt For For
Holdings Inc. and remove certain provisions
related to its status as a special purpose
acquisition company.
2B To increase the amount of authorized shares Mgmt For For
and provide for only one class of common
stock.
2C To prohibit stockholder action by written Mgmt For For
consent, subject to GTCR's ownership
percentage conditions at the time.
2D To create three classes of directors and to Mgmt For For
extend each director term to three years.
2E To require the vote of at least two-thirds Mgmt For For
of the voting power of the outstanding
shares of capital stock, rather than a
simple majority, subject to GTCR's
ownership percentage at the time, to remove
a director from office.
2F To require the vote of at least two-thirds Mgmt For For
of the voting power of the outstanding
shares of capital stock, rather than a
simple majority, subject to GTCR's
ownership percentage at that time, to amend
or repeal certain provisions of the
certificate of incorporation.
2G To require the vote of at least two-thirds Mgmt For For
of the voting power of the outstanding
shares of capital stock, rather than a
simple majority, subject to GTCR's
ownership percentage at that time, to
adopt, amend or repeal the Company's
bylaws.
3 The Incentive Plan Proposal - To consider Mgmt For For
and vote upon a proposal to adopt the
Parent Omnibus Equity Compensation Plan.
4A Election of Director: Mei-Mei Tuan Mgmt For For
4B Election of Director: Pawneet Abramowski Mgmt For For
4C Election of Director: Jan Hopkins Trachtman Mgmt For For
5A To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is a controlled company upon the
consummation of the Business Combination:
Anna May Trala
5B To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is a controlled company upon the
consummation of the Business Combination:
Jim Bonetti
5C To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is a controlled company upon the
consummation of the Business Combination:
Stuart Yarbrough
5D To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is a controlled company upon the
consummation of the Business Combination:
KJ McConnell
5E To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is a controlled company upon the
consummation of the Business Combination:
Jeff Hack
5F To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is a controlled company upon the
consummation of the Business Combination:
Christine Larsen
5G To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is a controlled company upon the
consummation of the Business Combination:
Aaron Cohen
5H To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is a controlled company upon the
consummation of the Business Combination:
Collin Roche
5I To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is a controlled company upon the
consummation of the Business Combination:
Mike Gordon
6A To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is not a controlled company upon the
consummation of the Business Combination:
Anna May Trala
6B To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is not a controlled company upon the
consummation of the Business Combination:
Stuart Yarbrough
6C To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is not a controlled company upon the
consummation of the Business Combination:
KJ McConnell
6D To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is not a controlled company upon the
consummation of the Business Combination:
Jeff Hack
6E To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is not a controlled company upon the
consummation of the Business Combination:
Christine Larsen
6F To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is not a controlled company upon the
consummation of the Business Combination:
Aaron Cohen
6G To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is not a controlled company upon the
consummation of the Business Combination:
Collin Roche
6H To consider and vote upon a proposal to Mgmt For For
elect director, effective as of and
contingent upon the consummation of the
Business Combination, to serve on Parent's
board of directors in the event that Parent
is not a controlled company upon the
consummation of the Business Combination:
Mike Gordon
7 The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the special meeting to a
later date, 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 of the other
proposals submitted for stockholder
approval at the special meeting.
--------------------------------------------------------------------------------------------------------------------------
FLIR SYSTEMS, INC. Agenda Number: 935403624
--------------------------------------------------------------------------------------------------------------------------
Security: 302445101
Meeting Type: Special
Meeting Date: 13-May-2021
Ticker: FLIR
ISIN: US3024451011
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger Mgmt For For
by and among Teledyne Technologies
Incorporated ("Teledyne"), Firework Merger
Sub I, Inc. ("Merger Sub I"), Firework
Merger Sub II, LLC ("Merger Sub II"), and
FLIR Systems, Inc. ("FLIR"), pursuant to
which Merger Sub I will merge with and into
FLIR, with FLIR surviving, and immediately
thereafter FLIR will merge with and into
Merger Sub II ("Mergers"), with Merger Sub
II surviving and continuing as a wholly
owned subsidiary of Teledyne ("FLIR Merger
Proposal").
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation that will or may
become payable to FLIR's named executive
officers in connection with the Mergers.
3. To approve one or more adjournments of the Mgmt For For
special meeting of stockholders of FLIR, if
necessary or appropriate, to solicit
additional proxies if there are
insufficient votes to approve the FLIR
Merger Proposal at the time of the special
meeting.
--------------------------------------------------------------------------------------------------------------------------
FLYING EAGLE ACQUISITION CORP Agenda Number: 935313522
--------------------------------------------------------------------------------------------------------------------------
Security: 34407Y103
Meeting Type: Special
Meeting Date: 16-Dec-2020
Ticker: FEAC
ISIN: US34407Y1038
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal: To Mgmt For For
consider and vote upon a proposal to
approve the agreement and plan of merger,
dated as of September 1, 2020 (as may be
amended and/or restated from time to time,
the "Merger Agreement"), by and among
Flying Eagle Acquisition Corp. ("FEAC");
FEAC Merger Sub Inc., a Delaware
corporation and a wholly-owned subsidiary
of FEAC ("Merger Sub"); "Skillz, Inc.", a
Delaware corporation ("Skillz").
2. The Charter Proposal: To consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal is approved
and adopted, the proposed third amended and
restated certificate of incorporation of
FEAC (the "Proposed Charter") a copy of
which is attached to this proxy
statement/prospectus as Annex B, which will
replace FEAC's second amended and restated
certificate of incorporation, dated March
5, 2020 (the "Current Charter") and will be
in effect upon the Closing of the Business
Combination.
3a. Advisory Charter Proposal A: Under the Mgmt For For
Proposed Charter, New Skillz will be
authorized to issue 635,000,000 shares of
capital stock, consisting of (i)
500,000,000 shares of New Skillz Class A
common stock, par value $0.0001 per share,
(ii) 125,000,000 shares of New Skillz Class
B common stock, par value $0.0001 per
share, and (iii) 10,000,000 shares of
preferred stock, par value $0.0001 per
share, as opposed to the Current Charter
authorizing FEAC to issue 401,000,000
shares of capital stock,.
3b. Advisory Charter Proposal B: Holders of Mgmt For For
shares of New Skillz Class A common stock
will be entitled to cast one vote per share
of New Skillz Class A common stock and
holders of shares of New Skillz Class B
common stock will be entitled to cast 20
votes per share of New Skillz Class B
common stock on each matter properly
submitted to New Skillz's stockholders
entitled to vote, as opposed to each share
of FEAC Class A common stock and FEAC Class
B common stock being entitled to one vote
per share on each matter properly submitted
to FEAC's shareholders.
3c. Advisory Charter Proposal C: Each member of Mgmt For For
the board of directors of New Skillz will
be elected at each annual meeting of
stockholders (or special meeting in lieu
thereof), as opposed to the board of
directors of FEAC having three classes of
directors, with only one class of directors
being elected in each year and each class
serving a three-year term.
3d. Advisory Charter Proposal D: Any action Mgmt For For
required or permitted to be taken by the
stockholders of New Skillz may be taken by
written consent until the time the issued
and outstanding shares of Class B common
stock represent less than 50% of the voting
power of the then outstanding shares of
capital stock of New Skillz, as opposed to
only holders of shares of FEAC Class B
common stock having the ability to take
stockholder action by written consent.
3e. Advisory Charter Proposal E: Amendments to Mgmt For For
certain provisions of Proposed Charter
relating to rights of Class A and Class B
common stock will require (i) so long as
any shares of Class B common stock remain
outstanding, affirmative vote of holders of
at least two-thirds of outstanding shares
of Class B common stock of New Skillz,
voting as a separate class, (ii) so long as
any shares of Class A common stock remain
outstanding ...(due to space limits, see
proxy material for full proposal).
3f. Advisory Charter Proposal F: The bylaws of Mgmt For For
New Skillz may be amended, altered or
repealed or adopted either (x) by the
affirmative vote of a majority of the New
Skillz board of directors present at any
regular or special meeting of the Board at
which a quorum is present or (y).
3g. Advisory Charter Proposal G: The number of Mgmt For For
directors will be fixed and may be modified
by the New Skillz board of directors,
provided that the number of directors
cannot exceed a certain threshold without
the affirmative vote of the holders of (x)
at least two-thirds of the voting power of
the outstanding capital stock of New Skillz
when outstanding Class B common stock
represents less than 50% of the total
voting power, or, prior to such time, (y) a
majority of the voting power of the
outstanding capital stock of New Skillz,.
4. The Stock Issuance Proposal: To consider Mgmt For For
and vote upon a proposal to approve,
assuming the Business Combination Proposal
and the Charter Proposal are approved and
adopted, for the purposes of complying with
the applicable listing rules of the NYSE,
the issuance of (x) shares of FEAC Class A
common stock pursuant to the terms of the
Merger Agreement and (y) shares of FEAC
Class A common stock to certain
institutional investors in connection with
the Private Placement, plus any additional
shares pursuant to subscription agreements.
5. The Incentive Plan Proposal: To consider Mgmt For For
and vote upon a proposal to approve,
assuming the Business Combination Proposal,
the Charter Proposal and the Stock Issuance
Proposal are approved and adopted, the
Skillz 2020 Omnibus Incentive Plan (the
"Incentive Plan"), a copy of which is
attached to this proxy statement/prospectus
as Annex F, including the authorization of
the initial share reserve under the
Incentive Plan.
6. The ESPP Proposal: To consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal, the Charter
Proposal, the Stock Issuance Proposal and
the Incentive Plan Proposal are approved
and adopted, the "Skillz, Inc." 2020
Employee Stock Purchase Plan (the "ESPP"),
a copy of which is attached to this proxy
statement/prospectus as Annex G, including
the authorization of the initial share
reserve under the ESPP.
7. The Adjournment Proposal: To consider and Mgmt For For
vote upon 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 if, based upon the tabulated vote
at the time of the Special Meeting, any of
the Business Combination Proposal, the
Charter Proposal, the Stock Issuance
Proposal, the Incentive Plan Proposal and
the ESPP Proposal would not be duly
approved and adopted by our stockholders or
we determine that one or more of the
Closing conditions under Merger.
--------------------------------------------------------------------------------------------------------------------------
FOLEY TRASIMENE ACQUISITION CORP. Agenda Number: 935458340
--------------------------------------------------------------------------------------------------------------------------
Security: 34431F104
Meeting Type: Special
Meeting Date: 30-Jun-2021
Ticker: WPF
ISIN: US34431F1049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
adopt the Amended and Restated Business
Combination Agreement, dated as of April
29, 2021 (as it may be amended, restated,
supplemented or otherwise modified from
time to time, the "Business Combination
Agreement"), by and among FTAC, Tempo
Holding Company, LLC ("Tempo Holdings"),
Alight, Inc. (f/k/a Acrobat Holdings, Inc.)
(the "Company"), Acrobat SPAC Merger Sub,
Inc. ("FTAC Merger Sub"), Acrobat Merger
Sub, LLC ("Tempo Merger Sub"), Acrobat ...
(due to space limits, see proxy statement
for full proposal).
2A. FTAC Charter Amendment Proposal No. 2A Mgmt For For
(Adoption of Amended and Restated FTAC
Charter): To approve and adopt the third
amended and restated certificate of
incorporation of FTAC (the "Amended FTAC
Charter").
2B. FTAC Charter Amendment Proposal No. 2B Mgmt For For
(Creation of Class C Common Stock): To
approve the amendment and restatement of
the FTAC Charter to create a new class of
Class C common stock of FTAC.
2C. FTAC Charter Amendment Proposal No. 2C Mgmt For For
(Increase in Authorized Shares): To approve
the amendment and restatement of the FTAC
Charter to increase the number of
authorized shares of FTAC from 441,000,000
to 471,000,000 in order to authorize
30,000,000 shares of new FTAC Class C
common stock.
3. NYSE Proposal - To approve (a) all Mgmt For For
issuances of shares of common stock of the
Company (including any securities
convertible into or exercisable for common
stock of the Company) pursuant to or
contemplated by the Business Combination
Agreement, (b) the issuance of shares of
common stock of FTAC (including any
securities convertible into or exercisable
for common stock of FTAC) pursuant to
certain forward purchase agreements entered
into by FTAC, (c) the issuance of shares of
Class C common stock ...(due to space
limits, see proxy statement for full
proposal).
4A. Governance Proposal No. 4A (Board Mgmt For For
Classification): To authorize the
classification of the board of directors of
the Company (the "Company Board") into
three classes of directors, with staggered
three-year terms of office.
4B. Governance Proposal No. 4B (Removal of Mgmt For For
Directors): To approve changes to the
ability of stockholders to remove directors
from the Company Board.
4C. Governance Proposal No. 4C (Supermajority Mgmt For For
Voting Requirements): To approve the
adoption of certain supermajority voting
requirements in connection with the
amendment of certain provisions of the
Company Charter and bylaws of the Company.
5. The Omnibus Incentive Plan Proposal - To Mgmt For For
approve and adopt the Alight, Inc. 2021
Omnibus Incentive Plan (the "Omnibus
Incentive Plan"), which, among other
things, provides for the reservation of a
number of shares of Company common stock
for issuance under the Omnibus Incentive
Plan, subject to annual increases in such
reserves as provided in the plan.
6. The Employee Stock Purchase Plan Proposal - Mgmt For For
To approve and adopt the Alight, Inc. 2021
Employee Stock Purchase Plan (the "Employee
Stock Purchase Plan"), which, among other
things, assists eligible employees in
acquiring a stock ownership interest in the
Company.
7. The Adjournment Proposal - To adjourn the Mgmt For For
FTAC special meeting to a later date or
dates, if necessary or appropriate, (a) to
permit further solicitation and vote of
proxies in the event that there are
insufficient votes for purposes of
obtaining the approval of the Business
Combination Proposal, the FTAC Charter
Amendment Proposals, the NYSE Proposal, the
Governance Proposals, the Omnibus Incentive
Plan Proposal or the Employee Stock
Purchase Plan Proposal or if otherwise
necessary or ... (due to space limits, see
proxy statement for full proposal).
--------------------------------------------------------------------------------------------------------------------------
FORTRESS VALUE ACQUISITION CORP. Agenda Number: 935291839
--------------------------------------------------------------------------------------------------------------------------
Security: 34962V106
Meeting Type: Special
Meeting Date: 13-Nov-2020
Ticker: FVAC
ISIN: US34962V1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal-To Mgmt For For
consider and vote upon a proposal to
approve the Agreement and Plan of Merger,
dated as of July 15, 2020 (as amended on
August 26, 2020 and as it may be amended
and/or restated from time to time, the
"Merger Agreement").
2a. To consider and vote upon an amendment to Mgmt For For
FVAC's current charter to approve the
increase of the total number of authorized
shares of all classes of capital stock from
221,000,000 shares to 500,000,000,
consisting of (a) 450,000,000 shares of
Class A common stock and (b) 50,000,000
shares of preferred stock (Proposal No. 2).
2b. To consider and vote upon an amendment to Mgmt For For
FVAC's current charter that the MPMC board
of directors be divided into three classes,
with only one class of directors being
elected each year and members of each class
(except for those directors appointed in
connection with the Business Combination)
serving a three-year term, and to make
certain related changes (Proposal No. 3)
2c. To consider and vote upon an amendment to Mgmt For For
FVAC's current charter that MPMC will not
be governed by Section 203 of the DGCL and,
instead, will be governed under a provision
that is substantially similar to Section
203 of the DGCL, but excludes the Sponsor,
JHL Capital Group LLC and any Exempt
Transferee and their respective affiliates
or successors or any "group", or any member
of any such group, to which such persons
are a party from the definition of
"interested stockholder," and to make
certain related changes (Proposal No. 4)
2d. To consider and vote upon an amendment to Mgmt For For
FVAC's current charter to include the
exclusive forum provision adopting the
Court of Chancery of the State of Delaware
as the exclusive forum for certain
stockholder litigation other than with
respect to any complaint asserting a cause
of action arising under the United States
federal securities laws, including the
Securities Act of 1933, as amended (the
"Securities Act") and the Securities
Exchange Act of 1934, as amended (the
"Exchange Act") (Proposal No. 5)
2e. To consider and vote upon an amendment to Mgmt For For
FVAC's current charter to require that any
amendments relating to Article V (Board of
Directors) may only be amended, in addition
to any vote required by applicable law, by
the affirmative vote of the holders of at
least 66.7% of the voting power of all the
then-outstanding shares of stock of FVAC
entitled to vote in the election of
directors, voting together as a single
class (Proposal No. 6).
2f. A proposal to approve the proposed charter, Mgmt For For
which includes the approval of all other
changes in the proposed charter in
connection with replacing the current
charter with the proposed charter as of the
closing of the Business Combination
(Proposal No. 7).
3. The NYSE Issuance Proposal-To consider and Mgmt For For
vote upon a proposal to approve, for
purposes of complying with applicable
listing rules of the NYSE, the issuance of
shares of common stock pursuant to the
Merger Agreement, the Subscription
Agreements and the Parent Sponsor Warrant
Exchange Agreement (Proposal No. 8).
4a. Election of Director: James H. Litinsky Mgmt For For
4b. Election of Director: Randall Weisenburger Mgmt For For
4c. Election of Director: Daniel Gold Mgmt For For
4d. Election of Director: Andrew A. McKnight Mgmt For For
4e. Election of Director: General (Retired) Mgmt For For
Richard B. Myers
4f. Election of Director: Maryanne R. Lavan Mgmt For For
4g. Election of Director: Connie K. Duckworth Mgmt For For
5. The Incentive Plan Proposal-To consider and Mgmt For For
vote upon a proposal to approve and adopt
the Incentive Plan (Proposal No. 10).
--------------------------------------------------------------------------------------------------------------------------
FORTRESS VALUE ACQUISITION CORP. II Agenda Number: 935450279
--------------------------------------------------------------------------------------------------------------------------
Security: 349642108
Meeting Type: Special
Meeting Date: 15-Jun-2021
Ticker: FAII
ISIN: US3496421088
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal- To Mgmt For For
consider and vote upon a proposal to
approve the Agreement and Plan of Merger,
dated as of February 21, 2021 (as amended
from time to time, the "Merger Agreement"),
by and among Fortress Value Acquisition
Corp. II, a Delaware corporation ("FAII"),
FVAC Merger Corp. II, a Delaware
corporation and a direct, wholly-owned
subsidiary of FAII, and Wilco Holdco, Inc.,
a Delaware corporation (the "Company"), and
the transactions and ancillary agreements
contemplated thereby (the "Business
Combination").
2. The NYSE Issuance Proposal- To consider and Mgmt For For
vote upon a proposal to approve, for
purposes of complying with applicable
listing rules of the NYSE, the issuance of
shares of common stock pursuant to the
Merger Agreement and the Subscription
Agreements.
3. The Charter Amendment Proposal- To consider Mgmt For For
and act upon a proposal to adopt the
proposed charter.
4A. To consider and vote upon an amendment to Mgmt For For
FAII's current charter to approve the
increase of the total number of all classes
of capital stock to 471,000,000, consisting
of (a) 470,000,000 shares of FAII Common
Stock, including (i) 450,000,000 shares of
FAII Class A common stock and (ii)
20,000,000 shares of FAII Class F common
stock, and (b) 1,000,000 shares of FAII
preferred stock.
4B. To consider and vote upon an amendment to Mgmt For For
FAII's current charter to require that the
board of directors be divided into three
classes, with only one class of directors
being elected each year and members of each
class (except for those initial directors
appointed to Class I, Class II and Class
III in connection with the Business
Combination) serving a three-year term.
4C. To consider and vote upon an amendment to Mgmt For For
FAII's current charter that ATI Physical
Therapy, Inc. (f/k/a Fortress Value
Acquisition Corp. II) will not be governed
by Section 203 of the Delaware General
Corporation Law (the "DGCL") and, instead,
includes a provision that is substantially
similar to Section 203 of the DGCL, but
excludes Advent International Corporation
("Advent") and its affiliates and
successors and investment funds affiliated
with Advent or any "group," or any member
of any such group.
4D. To consider and vote upon an amendment to Mgmt For For
FAII's current charter to require that any
amendments relating to Article V (Board of
Directors) may only be made, in addition to
any vote required by applicable law, by the
affirmative vote of the holders of at least
66.7% of the voting power of all the
then-outstanding shares of stock of FAII
entitled to vote in the election of
directors, voting together as a single
class.
4E. To consider and vote upon an amendment to Mgmt For For
FAII's current charter to require that any
amendments relating to Article VIII of the
Amended and Restated Bylaws
(Indemnification) may only be made by the
affirmative vote of the holders of at least
65% of the voting power of all the
then-outstanding shares of capital stock of
FAII.
5A. Election of Director to serve until the Mgmt For For
2023 annual meeting: Joshua A. Pack
5B. Election of Director to serve until the Mgmt For For
2023 annual meeting: Andrew A. McKnight
5C. Election of Director to serve until the Mgmt For For
2023 annual meeting: Marc Furstein
5D. Election of Director to serve until the Mgmt For For
2023 annual meeting: Leslee Cowen
5E. Election of Director to serve until the Mgmt For For
2023 annual meeting: Aaron F. Hood
5F. Election of Director to serve until the Mgmt For For
2023 annual meeting: Carmen A. Policy
5G. Election of Director to serve until the Mgmt For For
2023 annual meeting: Rakefet
Russak-Aminoach
5H. Election of Director to serve until the Mgmt For For
2023 annual meeting: Sunil Gulati
6. The Incentive Plan Proposal- To consider Mgmt For For
and vote upon a proposal to approve the
Incentive Plan.
7. The Adjournment Proposal- To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the FAII 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 for any other
reason permitted by the Merger Agreement in
connection with, the approval of one or
more of the other proposals at the FAII
Special Meeting.
--------------------------------------------------------------------------------------------------------------------------
FOX CORPORATION Agenda Number: 935278843
--------------------------------------------------------------------------------------------------------------------------
Security: 35137L105
Meeting Type: Annual
Meeting Date: 12-Nov-2020
Ticker: FOXA
ISIN: US35137L1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. THE ENCLOSED MATERIALS HAVE BEEN SENT TO Mgmt No vote
YOU FOR INFORMATIONAL PURPOSES ONLY.
--------------------------------------------------------------------------------------------------------------------------
GENWORTH FINANCIAL, INC. Agenda Number: 935288426
--------------------------------------------------------------------------------------------------------------------------
Security: 37247D106
Meeting Type: Annual
Meeting Date: 10-Dec-2020
Ticker: GNW
ISIN: US37247D1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: G. Kent Conrad Mgmt For For
1b. Election of Director: Karen E. Dyson Mgmt For For
1c. Election of Director: Melina E. Higgins Mgmt For For
1d. Election of Director: Thomas J. McInerney Mgmt For For
1e. Election of Director: David M. Moffett Mgmt For For
1f. Election of Director: Thomas E. Moloney Mgmt For For
1g. Election of Director: Debra J. Perry Mgmt For For
1h. Election of Director: Robert P. Restrepo Mgmt For For
Jr.
1i. Election of Director: James S. Riepe Mgmt For For
2. Advisory vote to approve named executive Mgmt For For
officer compensation.
3. Ratification of the selection of KPMG LLP Mgmt For For
as the independent registered public
accounting firm for 2020.
--------------------------------------------------------------------------------------------------------------------------
GENWORTH FINANCIAL, INC. Agenda Number: 935373314
--------------------------------------------------------------------------------------------------------------------------
Security: 37247D106
Meeting Type: Annual
Meeting Date: 20-May-2021
Ticker: GNW
ISIN: US37247D1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: G. Kent Conrad Mgmt For For
1B. Election of Director: Karen E. Dyson Mgmt For For
1C. Election of Director: Jill R. Goodman Mgmt For For
1D. Election of Director: Melina E. Higgins Mgmt For For
1E. Election of Director: Thomas J. McInerney Mgmt For For
1F. Election of Director: Howard D. Mills, III Mgmt For For
1G. Election of Director: Debra J. Perry Mgmt For For
1H. Election of Director: Robert P. Restrepo Mgmt For For
Jr.
1I. Election of Director: Ramsey D. Smith Mgmt For For
2. Advisory vote to approve named executive Mgmt For For
officer compensation.
3. Approve the 2021 Genworth Financial, Inc. Mgmt For For
Omnibus Incentive Plan.
4. Ratification of the selection of KPMG LLP Mgmt For For
as the independent registered public
accounting firm for 2021.
--------------------------------------------------------------------------------------------------------------------------
GORES HOLDINGS IV, INC. Agenda Number: 935319815
--------------------------------------------------------------------------------------------------------------------------
Security: 382865103
Meeting Type: Special
Meeting Date: 20-Jan-2021
Ticker: GHIV
ISIN: US3828651030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Business Combination Proposal: To consider Mgmt For For
and vote upon a proposal to approve the
Business Combination Agreement, dated as of
September 22, 2020 (as it may be amended
from time to time, the "Business
Combination Agreement"), by and among the
Company, SFS Holding Corp., a Michigan
corporation ("SFS Corp."), United Wholesale
Mortgage, LLC (f/k/a United Shore Financial
Services, LLC), a Michigan limited
liability company ("UWM"), and UWM
Holdings, LLC, a Delaware limited liability
company.
2. Nasdaq Proposal: To consider and vote upon Mgmt For For
a proposal to approve, for purposes of
complying with applicable Nasdaq listing
rules, the issuance of more than 20% of the
issued and outstanding common stock, par
value $0.0001 per share, of the Company
(the "Class A Stock") and Class F common
stock, par value $0.0001 per share, of the
Company (the "Class F Stock" and, prior to
the effectiveness of the Proposed Charter,
the Class A Stock together with the Class F
Stock, and, upon the effectiveness of the
Proposed Charter, Class A, B, C, D.
3. Charter Approval Proposal - To consider and Mgmt For For
act upon a proposal to adopt the proposed
Second Amended and Restated Certificate of
Incorporation of the Company (the "Proposed
Charter").
4A. Change in Authorized Shares: To amend the Mgmt For For
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,.
4B. Dual-Class Stock: To amend the Proposed Mgmt For For
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.
4C. Removal of Directors - To amend the Mgmt For For
Proposed Charter to provide that until any
time prior to 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.
4D. Selection of the Sixth Judicial Court, Mgmt For For
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,.
4E. Required Stockholder Vote to Amend Certain Mgmt For For
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 or Article VIII.
4F. Required Stockholder Vote to Amend the Mgmt For For
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.
5. DIRECTOR
Mr. Mat Ishbia Mgmt For For
Mr. Alex Elezaj Mgmt For For
Ms. Laura Lawson Mgmt For For
Ms. Melinda Wilner Mgmt For For
Mr. Jeff Ishbia Mgmt For For
Mr. Justin Ishbia Mgmt For For
Ms. Kelly Czubak Mgmt For For
Mr. Isiah Thomas Mgmt For For
Mr. Robert Verdun Mgmt For For
6. Incentive Plan Proposal - To consider and Mgmt For For
vote upon a proposal to approve the UWM
Corporation 2020 Omnibus Incentive Plan
(the "Incentive Plan"), including the
authorization of the initial share reserve
under the Incentive Plan, a copy of which
is attached to the Proxy Statement as Annex
G.
7. Adjournment Proposal: To consider and vote Mgmt For For
upon a proposal 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,.
--------------------------------------------------------------------------------------------------------------------------
GRID DYNAMICS HOLDINGS, INC. Agenda Number: 935292742
--------------------------------------------------------------------------------------------------------------------------
Security: 39813G109
Meeting Type: Annual
Meeting Date: 15-Dec-2020
Ticker: GDYN
ISIN: US39813G1094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Leonard Livschitz Mgmt For For
Shuo Zhang Mgmt For For
Marina Levinson Mgmt For For
2. The ratification of the appointment of Mgmt For For
Grant Thornton LLP as our independent
registered public accounting firm for our
fiscal year ending December 31, 2020.
--------------------------------------------------------------------------------------------------------------------------
GRUBHUB INC. Agenda Number: 935439580
--------------------------------------------------------------------------------------------------------------------------
Security: 400110102
Meeting Type: Special
Meeting Date: 10-Jun-2021
Ticker: GRUB
ISIN: US4001101025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of 10 June 2020, as amended by the
First Amendment to the Agreement and Plan
of Merger, dated as of 4 September 2020, as
further amended by the Second Amendment to
the Agreement and Plan of Merger, dated as
of 12 March 2021, and as it may be further
amended from time to time (the "Merger
Agreement"), by and among Grubhub Inc.
("Grubhub"), Just Eat Takeaway.com N.V.,
Checkers Merger Sub I, Inc. and Checkers
Merger Sub II, Inc. (such proposal, the
"Merger Agreement Proposal").
2. To approve, by a non-binding, advisory Mgmt For For
vote, certain compensation that may be paid
or become payable to named executive
officers of Grubhub in connection with the
transactions contemplated by the Merger
Agreement.
3. To adjourn the Special Meeting of the Mgmt For For
Stockholders of Grubhub (the "Grubhub
Stockholder Meeting") from time to time, if
necessary or appropriate, to solicit
additional proxies in the event there are
not sufficient votes at the time of the
Grubhub Stockholder Meeting to approve the
Merger Agreement Proposal.
--------------------------------------------------------------------------------------------------------------------------
GRUBHUB INC. Agenda Number: 935421076
--------------------------------------------------------------------------------------------------------------------------
Security: 400110102
Meeting Type: Annual
Meeting Date: 18-Jun-2021
Ticker: GRUB
ISIN: US4001101025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Katrina Lake Mgmt For For
Matthew Maloney Mgmt For For
Brian McAndrews Mgmt For For
2. Ratification of the appointment of Crowe Mgmt For For
LLP as Grubhub Inc.'s independent
registered accounting firm for the fiscal
year ending December 31, 2021.
3. Advisory vote to approve named executive Mgmt For For
officer compensation.
--------------------------------------------------------------------------------------------------------------------------
GW PHARMACEUTICALS PLC Agenda Number: 935358374
--------------------------------------------------------------------------------------------------------------------------
Security: 36197T103
Meeting Type: Special
Meeting Date: 23-Apr-2021
Ticker: GWPH
ISIN: US36197T1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
C1 To approve (with or without modification) a Mgmt For For
scheme of arrangement pursuant to Part 26
of the UK Companies Act 2006 (the
"Scheme").
S1 Special Resolution: To authorize the Board Mgmt For For
of Directors of GW Pharmaceuticals plc (the
"Company") to take all such action to give
effect to the Scheme, including the
amendments to the Articles of Association
of the Company.
O1 Ordinary Resolution: To approve (on a Mgmt For For
non-binding, advisory basis) certain
compensation arrangements that may be paid
or become payable to the Company's named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
HAYMAKER ACQUISITION CORP. II Agenda Number: 935300208
--------------------------------------------------------------------------------------------------------------------------
Security: 42087L101
Meeting Type: Special
Meeting Date: 08-Dec-2020
Ticker: HYAC
ISIN: US42087L1017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - to Mgmt For For
approve and adopt the Business Combination
Agreement, dated as of September 8, 2020
(as it may be amended from time to time,
the "Business Combination Agreement").
2. The Lock-Up Agreement Proposal - to approve Mgmt For For
and ratify the entry into the Registration
Rights and Lock-Up Agreement with the
Sponsor, the directors and officers of
Haymaker, and the other parties thereto
(the "Registration Rights and Lock-Up
Agreement").
3. The Incentive Plan Proposal - to approve Mgmt For For
and adopt the ARKO Corp. 2020 Incentive
Compensation Plan established to be
effective after the closing of the Business
Combination.
4. The Stockholder Adjournment Proposal - a Mgmt For For
proposal to authorize the adjournment of
the special meeting to a later date or
dates, if necessary, to permit further
solicitation and voting of proxies if,
based on the tabulated vote at the time of
the special meeting, there are not
sufficient votes to approve the Business
Combination Proposal or Public Stockholders
have elected to redeem an amount of
Haymaker Class A Common Stock such that the
minimum available cash condition to the
closing of the Business Combination would
not be satisfied.
--------------------------------------------------------------------------------------------------------------------------
HENNESSY CAPITAL ACQUISITION CORP. IV Agenda Number: 935260012
--------------------------------------------------------------------------------------------------------------------------
Security: 42589C104
Meeting Type: Special
Meeting Date: 27-Aug-2020
Ticker: HCAC
ISIN: US42589C1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment Proposal - Amend the Mgmt Against Against
Company's amended and restated certificate
of incorporation to extend the date by
which the Company has to consummate a
business combination from September 5, 2020
to December 31, 2020 or such earlier date
as determined by the board of directors.
2. Adjournment Proposal - Adjourn the Special Mgmt Against Against
Meeting to a later date or dates, if
necessary or appropriate, 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 Extension Amendment
Proposal.
--------------------------------------------------------------------------------------------------------------------------
HENNESSY CAPITAL ACQUISITION CORP. IV Agenda Number: 935314625
--------------------------------------------------------------------------------------------------------------------------
Security: 42589C104
Meeting Type: Special
Meeting Date: 21-Dec-2020
Ticker: HCAC
ISIN: US42589C1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
approve and adopt the Merger Agreement,
dated as of August 17, 2020 (as may be
amended from time to time, the "Merger
Agreement").
2. To approve the amendment of the Company's Mgmt For For
Amended and Restated Certificate of
Incorporation (the "Existing Charter"),
which is reflected in the proposed Second
Amended and Restated Certificate of
Incorporation of the Company (the "Proposed
Charter") to increase the authorized shares
of the Company's common stock to
500,000,000 shares and authorized shares of
preferred stock to 10,000,000. Each of the
Charter Proposals is conditioned on the
approval of the Business Combination
Proposal.
3. To approve the amendment of the Company's Mgmt For For
Existing Charter to require an affirmative
vote of 66 2/3% of the outstanding shares
of Company common stock to alter, amend, or
repeal the proposed bylaws of the Company.
Each of the Charter Proposals is
conditioned on the approval of the Business
Combination Proposal.
4. To approve the amendment of the Company's Mgmt For For
Existing Charter to require an affirmative
vote of 66 2/3% of the outstanding shares
of Company common stock to alter, amend, or
repeal Articles V, VI, VII and VIII of the
Proposed Charter. Each of the Charter
Proposals is conditioned on the approval of
the Business Combination Proposal.
5. To approve and adopt the Proposed Charter Mgmt For For
that includes the approval of Proposal 2,
Proposal 3 and Proposal 4 and provides for
certain additional changes, including
changing the Company's name from "Hennessy
Capital Acquisition Corp. IV" to "Canoo
Inc.," which our board of directors
believes are necessary to adequately
address the needs of the Company
immediately following the consummation of
the Business Combination and approval of
the Proposed Charter.
6. DIRECTOR
Foster Chiang Mgmt For For
Greg Ethridge Mgmt For For
Thomas Dattilo Mgmt For For
Rainer Schmueckle Mgmt For For
Josette Sheeran Mgmt For For
Tony Aquila Mgmt For For
7. Incentive Plan Proposal - To approve and Mgmt For For
adopt the Canoo Inc. 2020 Equity Incentive
Plan. The Incentive Plan Proposal is
conditioned on the approval of the Business
Combination Proposal and Proposal 2.
8. Purchase Plan Proposal - To approve and Mgmt For For
adopt the Canoo Inc. 2020 Employee Stock
Purchase Plan. The Purchase Plan Proposal
is conditioned on the approval of the
Business Combination Proposal and Proposal
2.
9. Nasdaq Proposal - To approve, for purposes Mgmt For For
of complying with the applicable listing
rules of the Nasdaq Stock Market, the
issuance of up to 190,000,000 shares of the
Company's Class A common stock to the Canoo
shareholders pursuant to the Merger
Agreement and 32,325,000 shares of the
Company's Class A common stock to certain
investors in the private placement of
securities pursuant to the terms of certain
subscription agreements entered into in
connection with the Business Combination.
10. Adjournment Proposal - To adjourn the Mgmt For For
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 the Business Combination
Proposal, the Charter Proposals, the
Director Election Proposal, the Incentive
Plan Proposal, the Purchase Plan Proposal
or the Nasdaq Proposal.
--------------------------------------------------------------------------------------------------------------------------
HIGHCAPE CAPITAL ACQUISITION CORP. Agenda Number: 935441775
--------------------------------------------------------------------------------------------------------------------------
Security: 42984L105
Meeting Type: Special
Meeting Date: 09-Jun-2021
Ticker: CAPA
ISIN: US42984L1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - to Mgmt For For
consider and vote upon a proposal to
approve the business combination agreement,
dated as of February 18, 2021 (as may be
amended and/or restated from time to time,
the "Business Combination Agreement"), by
and among HighCape, Tenet Merger Sub, Inc.,
a Delaware corporation and a wholly-owned
subsidiary of HighCape ("Merger Sub"), and
Quantum-Si Incorporated, a Delaware
corporation ("Quantum-Si"), and the
transactions contemplated thereby, pursuant
to which ... (due to space limits, see
proxy statement for full proposal).
2. The Charter Amendment Proposal, including Mgmt For For
the Advisory Charter Amendment Proposals -
to consider and vote upon a proposal to
approve, assuming the Business Combination
Proposal is approved and adopted, the
proposed amended and restated certificate
of incorporation of HighCape (the "Proposed
Charter"), which will replace HighCape's
current amended and restated certificate of
incorporation, dated September 3, 2020 (the
"Current Charter"), and which will be in
effect as of the Effective Time (we refer
...(due to space limits, see proxy
statement for full proposal).
2A. Advisory Charter Amendment Proposal A - Mgmt For For
Under the Proposed Charter, New Quantum-Si
will be authorized to issue 628,000,000
shares of capital stock, consisting of (i)
600,000,000 shares of New Quantum-Si Class
A common stock, par value $0.0001 per
share, (ii) 27,000,000 shares of New
Quantum-Si Class B common stock, par value
$0.0001 per share, and (iii) 1,000,000
shares of preferred stock, par value
$0.0001 per share, as opposed to the
Current Charter, which authorizes HighCape
to issue ...(due to space limits, see proxy
statement for full proposal).
2B. Advisory Charter Amendment Proposal B - Mgmt For For
Under the Proposed Charter, holders of
shares of New Quantum-Si Class A common
stock will be entitled to cast one vote per
share of New Quantum-Si Class A common
stock and holders of shares of New
Quantum-Si Class B common stock will be
entitled to cast 20 votes per share of New
Quantum-Si Class B common stock on each
matter properly submitted to New
Quantum-Si's stockholders entitled to vote,
as opposed to the Current Charter, which
... (due to space limits, see proxy
statement for full proposal).
2C. Advisory Charter Amendment Proposal C - Mgmt For For
Under the Proposed Charter, any action
required or permitted to be taken by the
stockholders of New Quantum-Si may be taken
by written consent until the time the
issued and outstanding shares of New
Quantum- Si Class B common stock represent
less than 50% of the voting power of the
then outstanding shares of capital stock of
New Quantum-Si that would be entitled to
vote for the election of directors, as
opposed to the Current Charter, which does
not ... (due to space limits, see proxy
statement for full proposal).
2D. Advisory Charter Amendment Proposal D - Mgmt For For
Amendments to certain provisions of the
Proposed Charter relating to the rights of
New Quantum-Si Class A common stock and New
Quantum-Si Class B common stock will
require (i) so long as any shares of New
Quantum-Si Class B common stock remain
outstanding, the affirmative vote of the
holders of at least two-thirds of the
outstanding shares of New Quantum-Si Class
B common stock, voting as a separate class,
(ii) so long as any shares of New ...(due
to space limits, see proxy statement for
full proposal).
2E. Advisory Charter Amendment Proposal E - The Mgmt For For
New Quantum-Si Bylaws may be amended,
altered, repealed or adopted either (x) by
the affirmative vote of a majority of the
board of directors of New Quantum-Si (the
"New Quantum-Si Board") present at any
regular or special meeting of the New
Quantum-Si Board at which a quorum is
present or (y) (i) when the issued and
outstanding shares of New Quantum-Si Class
B common stock represents less than 50% of
the voting power of the then outstanding
shares of ...(due to space limits, see
proxy statement for full proposal).
2F. Advisory Charter Amendment Proposal F - The Mgmt For For
Proposed Charter provides that the number
of directors will be fixed and may be
modified by the New Quantum-Si Board,
provided that the number of directors
cannot exceed a certain threshold without
the affirmative vote of the holders of (x)
at least two-thirds of the voting power of
the shares of capital stock of New Quantum-
Si that would be entitled to vote in the
election of directors when the issued and
outstanding shares of New Quantum- Si Class
...(due to space limits, see proxy
statement for full proposal).
2G. Advisory Charter Amendment Proposal G - The Mgmt For For
Proposed Charter provides that the New
Quantum-Si Board is not classified, and
that the New Quantum-Si directors shall
serve for a term of one year, expiring at
the next annual meeting of stockholders of
New Quantum-Si, as opposed to the Current
Charter, which provides that the HighCape
is divided into three classes, with each
class elected for staggered three year
terms.
2H. Advisory Charter Amendment Proposal H - The Mgmt For For
Proposed Charter provides that any or all
directors of New Quantum-Si may be removed
from office at any time with or without
cause and for any or no reason only with
and immediately upon the vote, (i) on or
after date time that the outstanding shares
of New Quantum-Si Class B common stock
represents less than 50% of the voting
power of the shares of capital stock of New
Quantum-Si then outstanding and entitled to
vote in the election of directors, ...(due
to space limits, see proxy statement for
full proposal).
2I. Advisory Charter Amendment Proposal I - The Mgmt For For
Proposed Charter provides that New Quantum-
Si renounces a corporate opportunity that
is presented to, or acquired, created or
developed by, or which otherwise comes into
the possession of, any non-employee
director of New Quantum-Si, unless such
opportunity is presented to, or acquired,
created or developed by, or otherwise comes
into the possession of such person
expressly and solely in his or her capacity
as a director of New Quantum-Si.
3. The Nasdaq Proposal - to consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal and the
Charter Amendment Proposal are approved and
adopted, for the purposes of complying with
the applicable listing rules of the Nasdaq
Stock Market ("Nasdaq"), the issuance of
(i) 42,500,000 shares of HighCape Class A
common stock to certain institutional
investors and accredited investors (the
"PIPE Investors") pursuant to subscription
agreements (the "PIPE Investor ...(due to
space limits, see proxy statement for full
proposal).
4. DIRECTOR
Jonathan M Rothberg PhD Mgmt For For
Marijn Dekkers, Ph.D. Mgmt For For
John Stark Mgmt For For
Ruth Fattori Mgmt For For
Brigid A. Makes Mgmt For For
Michael Mina, M.D, Ph.D Mgmt For For
Kevin Rakin Mgmt For For
James Tananbaum, M.D. Mgmt For For
5. The Equity Incentive Plan Proposal - to Mgmt For For
consider and vote upon a proposal to
approve, assuming the Business Combination
Proposal, the Charter Amendment Proposal,
the Nasdaq Proposal and the Director
Election Proposal are approved and adopted,
the Quantum-Si Incorporated 2021 Equity
Incentive Plan (the "New Quantum-Si Equity
Incentive Plan"), a copy of which is
attached to the proxy statement/prospectus
as Annex D, including the authorization of
the initial share reserve under the New
Quantum ...(due to space limits, see proxy
statement for full proposal).
6. The Adjournment Proposal - to consider and Mgmt For For
vote upon 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 if, based upon the tabulated vote
at the time of the Special Meeting, any of
the Business Combination Proposal, the
Charter Amendment Proposal, the Nasdaq
Proposal, and the Equity Incentive Plan
Proposal (collectively, the "Required
Transaction Proposals") would not be duly
approved and adopted ...(due to space
limits, see proxy statement for full
proposal).
--------------------------------------------------------------------------------------------------------------------------
HUDSON EXECUTIVE INVESTMENT CORP Agenda Number: 935453819
--------------------------------------------------------------------------------------------------------------------------
Security: 443761101
Meeting Type: Special
Meeting Date: 17-Jun-2021
Ticker: HEC
ISIN: US4437611019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal to
approve business combination described in
proxy statement/prospectus, including (a)
adopting Agreement and Plan of Merger,
dated as of Jan 12, 2021 ("Merger
Agreement"), by and among Hudson Executive
Investment Corp., a Delaware corp. ("HEC"),
Groop Internet Platform, Inc. (d/b/a
"Talkspace"), a Delaware corp.
("Talkspace"), and other parties thereto
and (b) approving transactions contemplated
by Agreement and related agreements
described in the proxy
statement/prospectus.
2. The Charter Proposal - To consider and vote Mgmt For For
upon a proposal to approve and adopt the
second amended and restated certificate of
incorporation of HEC in the form attached
to the proxy statement/prospectus as Annex
B (the "second amended and restated
certificate of incorporation").
3. The Governance Proposal - To consider and Mgmt For For
vote upon, on a non- binding advisory
basis, certain governance provisions in the
second amended and restated certificate of
incorporation, presented separately in
accordance with the United States
Securities and Exchange Commission ("SEC")
requirements.
4. The Incentive Plan Proposal - To consider Mgmt For For
and vote on a proposal to approve the
Talkspace, Inc. 2021 Incentive Award Plan
(the "2021 Plan"). A copy of the 2021 Plan
is attached to the proxy
statement/prospectus as Annex G.
5. The ESPP Proposal - To consider and vote on Mgmt For For
a proposal to approve the Talkspace, Inc.
Employee Stock Purchase Plan (the "ESPP").
A copy of the ESPP is attached to the proxy
statement/prospectus as Annex H.
6. The Director Election Proposal - To Mgmt For For
consider and vote upon a proposal to divide
the board of directors into three classes
to serve staggered terms on the Talkspace,
Inc. board of directors until immediately
following the 2022, 2023 and 2024 annual
meetings of Talkspace, Inc. stockholders,
as applicable, and until their respective
successors are duly elected and qualified.
7. The Nasdaq Proposal - To consider and vote Mgmt For For
upon a proposal to approve, for purposes of
complying with the applicable provisions of
Nasdaq Listing Rule 5635, the issuance of
more than 20% of HEC's issued and
outstanding shares of HEC's common stock in
connection with the business combination,
including, without limitation, the PIPE
Investment (as described in the proxy
statement/prospectus).
8. The Adjournment Proposal - To consider and Mgmt For For
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 in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of the
business combination proposal, the charter
proposal, the governance proposal, the
incentive plan proposal, the ESPP Proposal,
the director election proposal or the
Nasdaq proposal.
--------------------------------------------------------------------------------------------------------------------------
HUSKY ENERGY INC. Agenda Number: 935305208
--------------------------------------------------------------------------------------------------------------------------
Security: 448055103
Meeting Type: Special
Meeting Date: 15-Dec-2020
Ticker: HUSKF
ISIN: CA4480551031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 A special resolution, the full text of Mgmt For For
which is set forth in Appendix A to the
joint management information circular of
Husky and Cenovus Energy Inc. ("Cenovus")
dated November 9, 2020 (the "Information
Circular"), approving a plan of arrangement
under section 193 of the Business
Corporations Act (Alberta) involving Husky,
holders of Common Shares, holders of
Options, holders of Preferred Shares and
Cenovus, as more particularly described in
the Information Circular.
--------------------------------------------------------------------------------------------------------------------------
IHS MARKIT LTD Agenda Number: 935329462
--------------------------------------------------------------------------------------------------------------------------
Security: G47567105
Meeting Type: Special
Meeting Date: 11-Mar-2021
Ticker: INFO
ISIN: BMG475671050
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval and Adoption of the Merger Mgmt For For
Agreement, the Statutory Merger Agreement
and the Transactions Contemplated Thereby.
To vote on a proposal to approve and adopt
the Agreement and Plan of Merger, dated as
of November 29, 2020, as amended by
Amendment No. 1, dated as of January 20,
2021, and as it may further be amended from
time to time, by and among S&P Global Inc.,
Sapphire Subsidiary, Ltd., and IHS Markit
Ltd., the statutory merger agreement among
the same, and the transactions contemplated
thereby.
2. IHS Markit Ltd. Merger-Related Mgmt For For
Compensation. To vote on a proposal to
approve, by advisory (non-binding) vote,
certain compensation arrangements that may
be paid or become payable to IHS Markit
Ltd.'s named executive officers in
connection with the merger.
--------------------------------------------------------------------------------------------------------------------------
IHS MARKIT LTD Agenda Number: 935359679
--------------------------------------------------------------------------------------------------------------------------
Security: G47567105
Meeting Type: Annual
Meeting Date: 05-May-2021
Ticker: INFO
ISIN: BMG475671050
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Lance Uggla Mgmt For For
1B. Election of Director: John Browne (The Lord Mgmt For For
Browne of Madingley)
1C. Election of Director: Dinyar S. Devitre Mgmt For For
1D. Election of Director: Ruann F. Ernst Mgmt For For
1E. Election of Director: Jacques Esculier Mgmt For For
1F. Election of Director: Gay Huey Evans Mgmt For For
1G. Election of Director: William E. Ford Mgmt For For
1H. Election of Director: Nicoletta Giadrossi Mgmt For For
1I. Election of Director: Robert P. Kelly Mgmt For For
1J. Election of Director: Deborah Doyle Mgmt For For
McWhinney
1K. Election of Director: Jean-Paul L. Montupet Mgmt For For
1L. Election of Director: Deborah K. Orida Mgmt For For
1M. Election of Director: James A. Rosenthal Mgmt For For
2. To approve, on an advisory, non-binding Mgmt For For
basis, the compensation of the Company's
named executive officers.
3. To approve the appointment of Ernst & Young Mgmt For For
LLP as the Company's independent registered
public accountants until the close of the
next Annual General Meeting of Shareholders
and to authorize the Company's Board of
Directors, acting by the Audit Committee,
to determine the remuneration of the
independent registered public accountants.
--------------------------------------------------------------------------------------------------------------------------
INPHI CORPORATION Agenda Number: 935353487
--------------------------------------------------------------------------------------------------------------------------
Security: 45772F107
Meeting Type: Special
Meeting Date: 15-Apr-2021
Ticker: IPHI
ISIN: US45772F1075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of Inphi Merger Proposal. To Mgmt For For
approve and adopt the Agreement and Plan of
Merger and Reorganization, dated as of
October 29, 2020 (the "Merger Agreement"),
by and among Inphi, Marvell Technology
Group Ltd. ("Marvell"), Marvell Technology,
Inc. (f/k/a Maui HoldCo, Inc.), a wholly
owned subsidiary of Marvell ("HoldCo"),
Maui Acquisition Company Ltd, a wholly
owned subsidiary of HoldCo ("Bermuda Merger
Sub"),and Indigo Acquisition Corp., a
wholly owned subsidiary of HoldCo
("Delaware Merger Sub").
2. Adjournment of Inphi Stockholder Meeting. Mgmt For For
To solicit additional proxies if there are
not sufficient votes to approve and adopt
the Merger Agreement.
3. Approval of Compensation. To approve on an Mgmt For For
advisory (non-binding) basis, the
compensation that may be received by
Inphi's named executive officers in
connection with the Mergers.
--------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL FLAVORS & FRAGRANCES INC. Agenda Number: 935364721
--------------------------------------------------------------------------------------------------------------------------
Security: 459506101
Meeting Type: Annual
Meeting Date: 05-May-2021
Ticker: IFF
ISIN: US4595061015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Kathryn J. Boor
1b. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Edward D. Breen
1c. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Carol Anthony Davidson
1d. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Michael L. Ducker
1e. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Roger W. Ferguson, Jr.
1f. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: John F. Ferraro
1g. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Andreas Fibig
1h. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Christina Gold
1i. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Ilene Gordon
1j. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Matthias J. Heinzel
1k. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Dale F. Morrison
1l. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Kare Schultz
1m. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Stephen Williamson
2. Ratify the selection of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for the 2021 fiscal year.
3. Approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers in 2020.
4. Approve our 2021 Stock Award and Incentive Mgmt For For
Plan.
--------------------------------------------------------------------------------------------------------------------------
KENSINGTON CAPITAL ACQUISITION CORP Agenda Number: 935301301
--------------------------------------------------------------------------------------------------------------------------
Security: 490073103
Meeting Type: Special
Meeting Date: 25-Nov-2020
Ticker: KCAC
ISIN: US4900731039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
approve and adopt the Business Combination
Agreement, ("Business Combination
Agreement").
2. The Authorized Share Charter Proposal - To Mgmt For For
amend amended and restated certificate of
incorporation to (i) increase the number of
authorized shares of New QuantumScape Class
A Common Stock, (ii) increase the number of
authorized shares of New QuantumScape Class
B Common Stock, (iii) increase the number
of authorized shares of New QuantumScape
Preferred Stock (the "Authorized Share
Charter Proposal").
3. The Director Declassification Charter Mgmt For For
Proposal - To approve a proposal to amend
Kensington's amended and restated
certificate of incorporation to declassify
Kensington's board of directors (the
"Director Declassification Charter
Proposal"). The Director Declassification
Charter Proposal is conditioned on the
approval of the Business Combination
Proposal and the NYSE Proposal.
4. The Dual Class Charter Proposal - To Mgmt For For
approve a proposal to amend Kensington's
amended and restated certificate of
incorporation to implement a dual class
stock structure comprised of New
QuantumScape Class A Common Stock, which
will carry one vote per share, and New
QuantumScape Class B Common Stock, which
will carry 10 votes per share (the "Dual
Class Charter Proposal"). The Dual Class
Charter Proposal is conditioned on the
approval of the Business Combination
Proposal and the NYSE Proposal.
5. The Additional Charter Proposal- To (i) Mgmt For For
amend amended and restated certificate of
incorporation to eliminate provisions in
the amended and restated certificate of
incorporation relating to the Business
Combination that will no longer be
applicable following the closing of the
Business Combination ("Closing"), (ii)
change New QuantumScape's name to
"QuantumScape Corporation," (iii) make
certain other changes that board deems
appropriate for a public operating company.
6. DIRECTOR
Jagdeep Singh Mgmt For For
Justin Mirro Mgmt For For
Frank Blome Mgmt For For
Brad Buss Mgmt For For
John Doerr Mgmt For For
Prof Dr. Jurgen Leohold Mgmt For For
Prof. Fritz Prinz Mgmt For For
Dipender Saluja Mgmt For For
J.B. Straubel Mgmt For For
7. The Equity Incentive Plan Proposal - To Mgmt For For
approve and adopt the equity incentive
award plan established to be effective upon
the Closing (the "Equity Incentive Plan
Proposal"). The Equity Incentive Plan
Proposal is conditioned on the approval of
the Business Combination Proposal.
8. The NYSE Proposal - To approve, (i) the Mgmt For For
issuance of New QuantumScape Common Stock
to QuantumScape stockholders in the Merger
pursuant to the Business Combination
Agreement, and (ii) the issuance of New
QuantumScape Class A Common Stock in a
private placement to certain investors in
connection with the Business Combination
(the "NYSE Proposal").
9. The Employee Stock Purchase Plan Proposal - Mgmt For For
To approve and adopt the employee stock
purchase plan established to be effective
upon the Closing (the "Employee Stock
Purchase Plan Proposal"). The Employee
Stock Purchase Plan Proposal is conditioned
on the approval of the Business Combination
Proposal.
10. The Adjournment Proposal - To adjourn the Mgmt For For
special meeting to a later date or dates,
if necessary or appropriate, 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 the above
Proposals.
--------------------------------------------------------------------------------------------------------------------------
LEO HOLDINGS CORP. Agenda Number: 935243763
--------------------------------------------------------------------------------------------------------------------------
Security: G5463L105
Meeting Type: Special
Meeting Date: 14-Jul-2020
Ticker: LHC
ISIN: KYG5463L1059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The BCA Proposal - to consider and vote Mgmt For For
upon a proposal to approve by ordinary
resolution and adopt the Business
Combination Agreement, dated as of April
23, 2020 and as hereafter amended.
2. The Domestication Proposal - to consider Mgmt For For
and vote upon a proposal to approve by
special resolution the change of the
Company's jurisdiction of incorporation by
deregistering as an exempted company in the
Cayman Islands and continuing and
domesticating as a corporation incorporated
under the laws of the State of Delaware
(the "Domestication," and together with the
other transactions contemplated by the
Business Combination Agreement, the
"Business Combination") (this proposal is
referred to herein as the "Domestication
Proposal").
3. Organizational Documents Proposal A - to Mgmt For For
authorize the change in the authorized
capital stock of the Company.
4. Organizational Documents Proposal B - to Mgmt For For
authorize the board of directors of New DMS
to issue any or all shares of New DMS
Preferred Stock in one or more classes or
series, with such terms and conditions as
may be expressly determined by New DMS's
board of directors and as may be permitted
by the DGCL (this proposal is referred to
herein as "Organizational Documents
Proposal B").
5. Organizational Documents Proposal C - to Mgmt For For
provide that certain provisions of the
certificate of incorporation of New DMS are
subject to the Director Nomination
Agreement (this proposal is referred to
herein as "Organizational Documents
Proposal C" subject to the Director
Nomination Agreement (this proposal is
referred to herein as "Organizational
Documents Proposal C").
6. Organizational Documents Proposal D - to Mgmt For For
authorize the removal of the ability of New
DMS stockholders to take action by written
consent in lieu of a meeting, from and
after the first date that Prism, Cilravest
and any of their respective affiliates
cease to collectively own, in the
aggregate, at least fifty percent (50%) of
the outstanding voting stock of New DMS
(this proposal is referred to herein as
"Organizational Documents Proposal D").
7. Organizational Documents Proposal E - to Mgmt For For
authorize the grant of an explicit waiver
regarding corporate opportunities to New
DMS and its directors (this proposal is
referred to herein as "Organizational
Documents Proposal E" and, together with
Organization
8. Organizational Documents Proposal F - to Mgmt For For
authorize all other changes in connection
with the replacement of Existing
Organizational Documents with the Proposed
Certificate of Incorporation and Pro posed
Bylaws as part of the Domestication (copies
of which are attached to the accompanying
proxy statement/prospectus as Annex C and
Annex D, respectively)
9. The Security Issuance Proposal - to Mgmt For For
consider and vote upon a proposal to
approve by ordinary resolution for the
purposes of complying with the applicable
provisions of NYSE Listing Rule 312.03, the
issuance of shares of New DMS Class A
Common Stock to certain private placement
investors.
10. The Seller Nominee Appointment Proposal - Mgmt For For
to consider and vote on a non-binding,
advisory basis upon a proposal to approve
by ordinary resolution the appointment of
Robbie Isenberg, James Miller, Fernando
Borghese and Mary Minnick to the board of
directors of New DMS.
11. The Incentive Award Plan Proposal - to Mgmt For For
consider and vote upon a proposal to
approve by ordinary resolution the Digital
Media Solutions, Inc. 2020 Omnibus
Incentive Plan, a copy of which is attached
to the accompanying proxy
statement/prospectus as Annex E (this
proposal is referred to herein as the
"Incentive Award Plan Proposal")
12. The Adjournment Proposal - to consider and Mgmt For For
vote upon a proposal to approve by ordinary
resolution the adjournment of the
extraordinary general meeting to a later
date or dates.
--------------------------------------------------------------------------------------------------------------------------
LIVONGO HEALTH, INC. Agenda Number: 935274302
--------------------------------------------------------------------------------------------------------------------------
Security: 539183103
Meeting Type: Special
Meeting Date: 29-Oct-2020
Ticker: LVGO
ISIN: US5391831030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of Livongo Merger Agreement Mgmt For For
Proposal: To adopt the Agreement and Plan
of Merger, dated as of August 5, 2020, by
and among Teladoc Health, Inc. ("Teladoc"),
Livongo Health, Inc. ("Livongo") and
Tempranillo Merger Sub, Inc., a
wholly-owned subsidiary of Teladoc (such
agreement, the "merger agreement" and such
proposal, the "Livongo merger agreement
proposal").
2. Approval of Livongo Compensation Proposal: Mgmt For For
To approve, on an advisory (non-binding)
basis, the executive officer compensation
that will or may be paid to Livongo's named
executive officers that is based on or
otherwise relates to the transactions
contemplated by the merger agreement (the
"Livongo compensation proposal").
3. Approval of Livongo Adjournment Proposal: Mgmt For For
To approve the adjournment of the Livongo
stockholder meeting to solicit additional
proxies if there are not sufficient votes
at the time of the Livongo stockholder
meeting to approve the Livongo merger
agreement proposal or to ensure that any
supplement or amendment to the accompanying
joint proxy statement/prospectus is timely
provided to Livongo stockholders (the
"Livongo adjournment proposal").
--------------------------------------------------------------------------------------------------------------------------
MAGNACHIP SEMICONDUCTOR CORP Agenda Number: 935437550
--------------------------------------------------------------------------------------------------------------------------
Security: 55933J203
Meeting Type: Special
Meeting Date: 17-Jun-2021
Ticker: MX
ISIN: US55933J2033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger Mgmt For For
(as it may be amended from time to time,
the "Merger Agreement"), dated as of March
25, 2021, among Magnachip Semiconductor
Corporation ("Magnachip"), South Dearborn
Limited and Michigan Merger Sub, Inc., and
approve the Merger.
2. To approve, on a non-binding advisory Mgmt For For
basis, the compensation that may be paid or
become payable to Magnachip's named
executive officers that is based on or
otherwise relates to the Merger.
3. To approve the adjournment of the special Mgmt For For
meeting to a later date or dates, if
necessary or appropriate, including to
solicit additional proxies if (a) there is
not a quorum present in person or
represented by proxy or (b) there are
insufficient votes to adopt the Merger
Agreement and approve the Merger, in each
case, at the time of the then-scheduled
special meeting, or to give holders of
common stock of Magnachip additional time
to evaluate new material information or
disclosure.
--------------------------------------------------------------------------------------------------------------------------
MAXIM INTEGRATED PRODUCTS, INC. Agenda Number: 935270455
--------------------------------------------------------------------------------------------------------------------------
Security: 57772K101
Meeting Type: Special
Meeting Date: 08-Oct-2020
Ticker: MXIM
ISIN: US57772K1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of July 12, 2020 (as it may be
amended from time to time, the "Merger
Agreement"), by and among Analog Devices,
Inc. ("Analog Devices"), Magneto Corp., a
Delaware corporation and wholly-owned
subsidiary of Analog Devices, and Maxim
Integrated Products, Inc. ("Maxim" and,
this proposal, the "Maxim merger
proposal").
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation that may be paid or
become payable to Maxim's named executive
officers that is based on or otherwise
relates to the transactions contemplated by
the Merger Agreement (the "Maxim
compensation proposal").
3. To adjourn the Special Meeting, if Mgmt For For
necessary or appropriate, to solicit
additional proxies if there are not
sufficient votes at the time of the Special
Meeting to approve the Maxim merger
proposal or to ensure that any supplement
or amendment to the accompanying joint
proxy statement/prospectus is timely
provided to Maxim stockholders (the "Maxim
adjournment proposal").
--------------------------------------------------------------------------------------------------------------------------
MAXIM INTEGRATED PRODUCTS, INC. Agenda Number: 935275506
--------------------------------------------------------------------------------------------------------------------------
Security: 57772K101
Meeting Type: Annual
Meeting Date: 05-Nov-2020
Ticker: MXIM
ISIN: US57772K1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: William P. Sullivan Mgmt For For
1B. Election of Director: Tunc Doluca Mgmt For For
1C. Election of Director: Tracy C. Accardi Mgmt For For
1D. Election of Director: James R. Bergman Mgmt For For
1E. Election of Director: Joseph R. Bronson Mgmt For For
1F. Election of Director: Robert E. Grady Mgmt For For
1G. Election of Director: Mercedes Johnson Mgmt For For
1H. Election of Director: William D. Watkins Mgmt For For
1I. Election of Director: MaryAnn Wright Mgmt For For
2. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as Maxim
Integrated's independent registered public
accounting firm for the fiscal year ending
June 26, 2021.
3. Advisory vote to approve named executive Mgmt For For
officer compensation.
--------------------------------------------------------------------------------------------------------------------------
MONOCLE ACQUISITION CORPORATION Agenda Number: 935287373
--------------------------------------------------------------------------------------------------------------------------
Security: 609754106
Meeting Type: Special
Meeting Date: 04-Nov-2020
Ticker: MNCL
ISIN: US6097541063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - to Mgmt For For
approve and adopt the Amend and Restated
Agreement and Plan of Merger, dated as of
September 8, 2020, by and among Monocle,
Monocle Holdings Inc., ("NewCo"), AerSale
Corp., a Delaware corporation ("AerSale"),
Monocle Merger Sub 1 Inc., a Delaware
corporation and a wholly- owned direct
subsidiary of NewCo, Monocle Merger Sub 2
LLC and Leonard Green & Partners, L.P., a
Delaware limited partnership, solely in its
capacity as the Holder Representative, and
approve the transactions contemplated
thereby.
2. The Nasdaq Proposal - to approve, for Mgmt For For
proposes of complying with applicable
Nasdaq listing rules, the issuance by
NewCo, as successor to Monocle, of NewCo
Common Stock in the Business Combination in
an amount equal to 20% or more of the
amount of Monocle's issued and outstanding
common stock immediately prior to the
issuance.
3. The Incentive Plan Proposal - to approve Mgmt For For
the 2020 Equity Incentive Plan, which is an
incentive compensation plan for directors,
officers, employees, consultants, and
advisors of NewCo and its subsidiaries,
including AerSale.
4. The Employee Purchase Plan Proposal - to Mgmt For For
approve the 2020 Employee Stock Purchase
Plan, which is an incentive compensation
plan for employees of NewCo and its
subsidiaries, including AerSale.
5. The Adjournment Proposal - to adjourn the Mgmt For For
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 or the Nasdaq
Proposal.
--------------------------------------------------------------------------------------------------------------------------
MONOCLE ACQUISITION CORPORATION Agenda Number: 935286725
--------------------------------------------------------------------------------------------------------------------------
Security: 609754106
Meeting Type: Special
Meeting Date: 06-Nov-2020
Ticker: MNCL
ISIN: US6097541063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Charter Amendment: To amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date by
which the Company has to consummate a
business combination for an additional
three months, from November 11, 2020 to
February 11, 2021.
2. The Adjournment Proposal: To direct the Mgmt For For
chairman of the special meeting 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 the foregoing proposal.
--------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY Agenda Number: 935372312
--------------------------------------------------------------------------------------------------------------------------
Security: 617446448
Meeting Type: Annual
Meeting Date: 20-May-2021
Ticker: MS
ISIN: US6174464486
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Elizabeth Corley Mgmt No vote
1B. Election of Director: Alistair Darling Mgmt No vote
1C. Election of Director: Thomas H. Glocer Mgmt No vote
1D. Election of Director: James P. Gorman Mgmt No vote
1E. Election of Director: Robert H. Herz Mgmt No vote
1F. Election of Director: Nobuyuki Hirano Mgmt No vote
1G. Election of Director: Hironori Kamezawa Mgmt No vote
1H. Election of Director: Shelley B. Leibowitz Mgmt No vote
1I. Election of Director: Stephen J. Luczo Mgmt No vote
1J. Election of Director: Jami Miscik Mgmt No vote
1K. Election of Director: Dennis M. Nally Mgmt No vote
1L. Election of Director: Mary L. Schapiro Mgmt No vote
1M. Election of Director: Perry M. Traquina Mgmt No vote
1N. Election of Director: Rayford Wilkins, Jr. Mgmt No vote
2. To ratify the appointment of Deloitte & Mgmt No vote
Touche LLP as independent auditor.
3. To approve the compensation of executives Mgmt No vote
as disclosed in the proxy statement
(non-binding advisory vote).
4. To approve the amended and restated Equity Mgmt No vote
Incentive Compensation Plan.
--------------------------------------------------------------------------------------------------------------------------
NAVISTAR INTERNATIONAL CORPORATION Agenda Number: 935333081
--------------------------------------------------------------------------------------------------------------------------
Security: 63934E108
Meeting Type: Annual
Meeting Date: 02-Mar-2021
Ticker: NAV
ISIN: US63934E1082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Merger Agreement and Mgmt For For
transactions contemplated thereby.
2. To approve certain compensation Mgmt For For
arrangements for the Company's named
executive officers in connection with the
Merger.
3. DIRECTOR
Troy A. Clarke Mgmt For For
Jose Maria Alapont Mgmt For For
Stephen R. D'Arcy Mgmt For For
Vincent J. Intrieri Mgmt For For
Mark H. Rachesky, M.D. Mgmt For For
Christian Schulz Mgmt For For
Kevin M. Sheehan Mgmt For For
Dennis A. Suskind Mgmt For For
Janet T. Yeung Mgmt For For
4. Advisory Vote on Executive Compensation. Mgmt For For
5. Vote to ratify the selection of KPMG LLP as Mgmt For For
our independent registered public
accounting firm.
6. To approve the adjournment or postponement Mgmt For For
of the Annual Meeting, if necessary, to
continue to solicit votes for the Merger
Proposal.
--------------------------------------------------------------------------------------------------------------------------
NEW PROVIDENCE ACQUISITION CORP. Agenda Number: 935335679
--------------------------------------------------------------------------------------------------------------------------
Security: 64822P106
Meeting Type: Annual
Meeting Date: 12-Mar-2021
Ticker: NPA
ISIN: US64822P1066
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Director Re-election Proposal - with Mgmt For For
respect to holders of Class B Common Stock,
to re-elect one director to serve as the
Class I director on the NPA board of
directors (the "Board"), with such director
to serve until the 2024 annual meeting of
shareholders or until his successor is
elected and qualified, or until such
director's earlier death, resignation,
retirement or removal. Holders of Class A
common stock have no right to vote on the
Director Reelection Proposal.
2. The Independent Accounting Firm Proposal - Mgmt For For
to ratify the appointment of Marcum LLP as
the Company's independent registered public
accounting firm for the year ended December
31, 2021.
3. The Extension Amendment Proposal - amend Mgmt For For
the Company's amended and restated
certificate of incorporation to extend the
date by which the Company has to consummate
a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization
or similar business combination with one or
more businesses, from March 15, 2021 to
June 15, 2021.
4. The Adjournment Proposal - to approve the Mgmt For For
adjournment of the annual meeting to a
later date or dates, if necessary or
appropriate, 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
Extension Amendment Proposal.
--------------------------------------------------------------------------------------------------------------------------
NOBLE ENERGY, INC. Agenda Number: 935267422
--------------------------------------------------------------------------------------------------------------------------
Security: 655044105
Meeting Type: Special
Meeting Date: 02-Oct-2020
Ticker: NBL
ISIN: US6550441058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of July 20, 2020 (as may be
amended from time to time, the "merger
agreement"), by and among Chevron
Corporation, Chelsea Merger Sub Inc. and
Noble Energy, Inc. ("Noble Energy").
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation that may be paid or
become payable to Noble Energy's named
executive officers that is based on or
otherwise related to the merger.
3. To approve the adjournment of the special Mgmt For For
meeting, if necessary or appropriate, to
solicit additional proxies if there are not
sufficient votes to adopt the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
NUANCE COMMUNICATIONS, INC. Agenda Number: 935445406
--------------------------------------------------------------------------------------------------------------------------
Security: 67020Y100
Meeting Type: Special
Meeting Date: 15-Jun-2021
Ticker: NUAN
ISIN: US67020Y1001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of April 11, 2021, by and among
Microsoft Corporation, Big Sky Merger Sub
Inc. ("Sub") and Nuance Communications,
Inc. (the "Company"), pursuant to which Sub
will merge with and into the Company (the
"Merger").
2. To approve, by means of a non-binding, Mgmt For For
advisory vote, compensation that will or
may become payable to the Company's named
executive officers in connection with the
Merger.
--------------------------------------------------------------------------------------------------------------------------
OAKTREE ACQUISITION CORP. Agenda Number: 935321757
--------------------------------------------------------------------------------------------------------------------------
Security: G67145105
Meeting Type: Special
Meeting Date: 19-Jan-2021
Ticker: OAC
ISIN: KYG671451055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - Mgmt For For
RESOLVED, as an ordinary resolution, that
OAC's entry into the Agreement and Plan of
Merger, dated as of September 30, 2020 (as
may be amended, supplemented or otherwise
modified from time to time, the "Merger
Agreement"), by and among OAC, Rx Merger
Sub Inc., a Delaware corporation ("OAC
Merger Sub"), and Hims, Inc., a Delaware
corporation ("Hims"), a copy of which is
attached to the proxy statement/prospectus
as Annex A.
2. The Domestication Proposal - RESOLVED, as a Mgmt For For
special resolution, that OAC be transferred
by way of continuation to Delaware pursuant
to Part XII of the Companies Law (as
amended) of the Cayman Islands and Section
388 of the General Corporation Law of the
State of Delaware ("DGCL") and, immediately
upon being de-registered in the Cayman
Islands, OAC be continued and domesticated
as a corporation under the laws of the
State.
3. Governing Documents Proposal A - RESOLVED, Mgmt For For
as a special resolution, that the change in
the authorized share capital of OAC from
US$55,100 divided into (i) 500,000,000
Class A ordinary shares, par value $0.0001
per share, (ii) 50,000,000 Class B ordinary
shares, par value $0.0001 per share, and
(iii) 1,000,000 preference shares, par
value $0.0001 per share,.
4. Governing Documents Proposal B - RESOLVED, Mgmt For For
as a special resolution, that the
authorization to the New Hims Board (as
defined in the proxy statement/prospectus)
to issue any or all shares of New Hims
Preferred Stock (as defined in the proxy
statement/prospectus) in one or more
classes or series, with such terms and
conditions as may be expressly determined
by the New Hims Board and as may be
permitted by the DGCL be approved.
5. Governing Documents Proposal C - RESOLVED, Mgmt For For
as a special resolution, that the removal
of the ability of New Hims stockholders to
take action by written consent in lieu of a
meeting from and after the time that Mr.
Dudum and his affiliates and permitted
transferees no longer beneficially own a
majority of the voting power of the
then-outstanding shares of capital stock of
New Hims be approved.
6. Governing Documents Proposal D - RESOLVED, Mgmt For For
as a special resolution, that the amendment
and restatement of the Existing Governing
Documents be approved and that all other
changes necessary or, as mutually agreed in
good faith by OAC and Hims, desirable in
connection with the replacement of Existing
Governing Documents with the Proposed
Certificate of Incorporation and Proposed
Bylaws as part of the Domestication (copies
of which are attached to the accompanying
proxy statement/prospectus as Annex C and
Annex D, respectively),.
7. Governing Documents Proposal E - RESOLVED, Mgmt For For
as a special resolution, that the issuance
of shares of New Hims Class V Common Stock,
which will allow holders of New Hims Class
V Common Stock to cast 175 votes per share
of New Hims Class V Common Stock be
approved.
8. Governing Documents Proposal F - RESOLVED, Mgmt For For
as a special resolution, that the amendment
of the Existing Governing Documents so as
to declassify New Hims' board of directors
for so long as Mr. Andrew Dudum and his
affiliates and permitted transferees
beneficially own shares of New Hims Class V
Common Stock and such shares have not
converted into shares of New Hims Class A
Common Stock in accordance with the
Proposed Certificate of Incorporation be
approved.
9. The NYSE Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that for the purposes
of complying with the applicable provisions
of NYSE Listing Rule 312.03, the issuance
of shares of New Hims Class A Common Stock
and shares of New Hims Class V Common Stock
be approved.
10. The Incentive Equity Plan Proposal - Mgmt For For
RESOLVED, as an ordinary resolution, that
the Hims & Hers Health, Inc. 2020 Equity
Incentive Plan, a copy of which is attached
to the proxy statement/prospectus as Annex
J, be adopted and approved.
11. The Employee Stock Purchase Plan Proposal - Mgmt For For
RESOLVED, as an ordinary resolution, that
the Hims & Hers Health, Inc. 2020 Employee
Stock Purchase Plan, a copy of which is
attached to the accompanying proxy
statement/prospectus as Annex K, be adopted
and approved.
12. The Adjournment Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that the adjournment
of the extraordinary general meeting to a
later date or dates (A) to the extent
necessary to ensure that any required
supplement or amendment to the accompanying
proxy statement/prospectus is provided to
OAC shareholders, (B) in order to solicit
additional proxies from OAC shareholders in
favor of one or more of the proposals at
the extraordinary general meeting or (C) if
OAC shareholders redeem an amount of the
public shares.
--------------------------------------------------------------------------------------------------------------------------
ORISUN ACQUISITION CORP. Agenda Number: 935295407
--------------------------------------------------------------------------------------------------------------------------
Security: 68632T109
Meeting Type: Special
Meeting Date: 16-Nov-2020
Ticker: ORSN
ISIN: US68632T1097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the merger of Orisun with and Mgmt For For
into Ucommune International Ltd, or PubCo,
its wholly owned Cayman Islands subsidiary,
with PubCo surviving the merger. The merger
will change Orisun's place of incorporation
from Delaware to Cayman Islands. We refer
to the merger as the Reincorporation
Merger. This proposal is referred to as the
"Reincorporation Merger Proposal" or
"Proposal No. 1".
2. To approve the authorization for PubCo's Mgmt For For
board of directors to complete the merger
of Everstone Inernational Ltd or Merger Sub
into Ucommune Group Holdings Limited, or
Ucommune, resulting Ucommune becoming a
wholly owned subsidiary of PubCo. We refer
to the merger as the Acquisition Merger.
This proposal is referred to as the
"Acquisition Merger Proposal" or "Proposal
No No. 2".
3. To approve PubCo's 2020 Equity Incentive Mgmt For For
Plan. This proposal is referred to as the
"Incentive Plan Proposal" or "Proposal 3".
4. To approve the adjournment of the Special Mgmt For For
meeting in the event Orisun does not
receive the requisite stockholder vote to
approve the Business Combination. This
proposal is called the "Business
Combination Adjournment Proposal" or
"Proposal 4".
--------------------------------------------------------------------------------------------------------------------------
PANACEA ACQUISITION CORP Agenda Number: 935329070
--------------------------------------------------------------------------------------------------------------------------
Security: 698102100
Meeting Type: Special
Meeting Date: 09-Feb-2021
Ticker: PANA
ISIN: US6981021008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal to
approve the Agreement and Plan of Merger,
dated as of October 20, 2020, by and among
Panacea, Panacea Merger Subsidiary Corp., a
direct, wholly owned subsidiary of Panacea
("Merger Sub") and Nuvation Bio Inc.
("Nuvation Bio") ("merger agreement"),
pursuant to which Merger Sub will merge
with and into Nuvation Bio, with Nuvation
Bio surviving as a direct, wholly owned
subsidiary of Panacea ("merger"), and the
merger and other transactions described in
the merger agreement.
2A. The Charter Proposal - To consider and vote Mgmt For For
upon the following amendments to Panacea's
amended and restated certificate of
incorporation: To change Panacea's name to
"Nuvation Bio Inc."
2B. The Charter Proposal - To consider and vote Mgmt For For
upon the following amendments to Panacea's
amended and restated certificate of
incorporation: To eliminate certain
provisions related to the purpose of
special purpose acquisition corporations
that will no longer be relevant following
the closing of the merger.
2C. The Charter Proposal - To consider and vote Mgmt For For
upon the following amendments to Panacea's
amended and restated certificate of
incorporation: To increase the number of
authorized shares of common stock.
2D. The Charter Proposal - To consider and vote Mgmt For For
upon the following amendments to Panacea's
amended and restated certificate of
incorporation: To change the rights and
privileges of Class B common stock.
2E. The Charter Proposal - To consider and vote Mgmt For For
upon the following amendments to Panacea's
amended and restated certificate of
incorporation: To increase the number of
authorized shares of "blank check"
preferred stock.
2F. The Charter Proposal - To consider and vote Mgmt For For
upon the following amendments to Panacea's
amended and restated certificate of
incorporation: To eliminate the ability of
stockholders to act by written consent.
2G. The Charter Proposal - To consider and vote Mgmt For For
upon the following amendments to Panacea's
amended and restated certificate of
incorporation: To eliminate the current
limitations in place on the corporate
opportunity doctrine.
2H. The Charter Proposal - To consider and vote Mgmt For For
upon the following amendments to Panacea's
amended and restated certificate of
incorporation: To (i) increase the required
voting thresholds for approving certain
amendments to the certificate of
incorporation and any amendments to the
bylaws to 66 2/3% and (ii) provide that any
amendment to the certificate of
incorporation that adversely affects the
Class B common stock requires majority
approval by its holders.
2I. The Charter Proposal - To consider and vote Mgmt For For
upon the following amendments to Panacea's
amended and restated certificate of
incorporation: To approve all other
changes, including eliminating certain
provisions related to special purpose
acquisition corporations that will no
longer be relevant following the closing of
the merger.
3. The NYSE Proposal - To consider and vote Mgmt For For
upon a proposal to approve, for purposes of
complying with applicable listing rules of
the New York Stock Exchange, (a) the
issuance of approximately 91,301,000 shares
of New Nuvation Bio ("New Nuvation Bio"
refers to Panacea after consummation of the
merger) Class A common stock and
approximately 57,584,000 shares of New
Nuvation Bio Class B common stock (together
with the reservation of additional shares
of New Nuvation Bio Class A ...(due to
space limits, see proxy statement for full
proposal).
4. The Incentive Plan Proposal - To consider Mgmt For For
and vote upon a proposal to approve and
adopt the 2021 Equity Incentive Plan (the
"2021 Plan"), including the authorization
of the initial share reserve under the 2021
Plan.
5. The ESPP Proposal - To consider and vote Mgmt For For
upon a proposal to approve and adopt the
Employee Stock Purchase Plan (the "2021
ESPP"), including the authorization of the
initial share reserve under the 2021 ESPP.
6. The Adjournment Proposal - To consider and Mgmt For For
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 the Business Combination.
--------------------------------------------------------------------------------------------------------------------------
PIVOTAL INVESTMENT CORPORATION II Agenda Number: 935316390
--------------------------------------------------------------------------------------------------------------------------
Security: 72582K100
Meeting Type: Annual
Meeting Date: 21-Dec-2020
Ticker: PIC
ISIN: US72582K1007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve and adopt the Merger Agreement, Mgmt For For
and the transactions contemplated thereby,
including the merger of PIC II Merger Sub
Corp. with and into XL Hybrids, Inc., and
the issuance of shares of Pivotal II's
Class A common stock to XL's
securityholders in the Merger.
2. To approve the issuance of 15,000,000 Mgmt For For
shares in a private placement.
3. To approve amendments to Pivotal II's Mgmt For For
current amended and restated certificate of
incorporation to: change the name of
Pivotal II to "XL Fleet Corp."
4. To approve amendments to Pivotal II's Mgmt For For
current amended and restated certificate of
incorporation to: increase the number of
shares of Class A common stock Pivotal II
is authorized to issue to 350,000,000
shares and remove the provisions for
Pivotal's current Class B common stock.
5. To approve amendments to Pivotal II's Mgmt For For
current amended and restated certificate of
incorporation to: remove the various
provisions applicable only to special
purpose acquisition companies and make
certain other changes that the Pivotal II
board deems appropriate for a public
operating company.
6. DIRECTOR
Sarah Sclarsic# Mgmt For For
Declan P. Flanagan# Mgmt For For
Debora Frodl# Mgmt For For
Kevin Griffin* Mgmt For For
Niharika Ramdev* Mgmt For For
Christopher Hayes* Mgmt For For
Jonathan J. Ledecky** Mgmt For For
Thomas J. Hynes III** Mgmt For For
Dimitri N. Kazarinoff** Mgmt For For
7. To approve the 2020 Equity Incentive Plan. Mgmt For For
8. To adjourn the annual meeting to a later Mgmt For For
date or dates if it is determined by the
officer presiding over the annual meeting
that more time is necessary for Pivotal II
to consummate the Merger and the other
transactions contemplated by the Merger
Agreement.
--------------------------------------------------------------------------------------------------------------------------
PRA HEALTH SCIENCES, INC. Agenda Number: 935427650
--------------------------------------------------------------------------------------------------------------------------
Security: 69354M108
Meeting Type: Special
Meeting Date: 15-Jun-2021
Ticker: PRAH
ISIN: US69354M1080
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of February 24, 2021, by and among
ICON plc ("ICON"), PRA Health Sciences,
Inc. ("PRA"), ICON US Holdings Inc., a
wholly owned subsidiary of ICON ("US
HoldCo"), and Indigo Merger Sub, Inc., a
wholly owned subsidiary of ICON and US
HoldCo (such agreement, as it may be
amended from time to time, the "merger
agreement" and such proposal, the "PRA
merger agreement proposal").
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the executive officer compensation
that will or may be paid to PRA's named
executive officers that is based on or
otherwise relates to the transactions
contemplated by the merger agreement (the
"PRA compensation proposal").
3. To approve the adjournment of the PRA Mgmt For For
stockholder meeting to solicit additional
proxies if there are not sufficient votes
at the time of the PRA stockholder meeting
to approve the PRA merger agreement
proposal or to ensure that any supplement
or amendment to the accompanying joint
proxy statement/prospectus is timely
provided to PRA stockholders (the "PRA
adjournment proposal").
--------------------------------------------------------------------------------------------------------------------------
REALPAGE, INC. Agenda Number: 935334261
--------------------------------------------------------------------------------------------------------------------------
Security: 75606N109
Meeting Type: Special
Meeting Date: 08-Mar-2021
Ticker: RP
ISIN: US75606N1090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the adoption of the Agreement Mgmt For For
and Plan of Merger (the "Merger
Agreement"), dated as of December 20, 2020,
by and among Mirasol Parent, LLC, Mirasol
Merger Sub, Inc., and RealPage, Inc.
("RealPage").
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation that may be paid or
become payable to RealPage's named
executive officers that is based on or
otherwise relates to the Merger Agreement
and the transactions contemplated by the
Merger Agreement.
3. To adjourn the special meeting to a later Mgmt For For
date or dates if necessary or appropriate
to solicit additional proxies if there are
insufficient votes to approve Proposal 1 at
the time of the special meeting.
--------------------------------------------------------------------------------------------------------------------------
REPLAY ACQUISITION CORP. Agenda Number: 935336998
--------------------------------------------------------------------------------------------------------------------------
Security: G75130107
Meeting Type: Special
Meeting Date: 25-Mar-2021
Ticker: RPLA
ISIN: KYG751301071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. The Domestication: A proposal to be Mgmt For For
approved as a special resolution to change
Replay's jurisdiction of incorporation from
the Cayman Islands to the State of Delaware
by deregistering as an exempted company in
the Cayman Islands and continuing and
domesticating as a limited liability
company formed under the laws of the State
of Delaware.
1B. The Replay Limited Liability Company Mgmt For For
Agreement (the "Replay LLCA"): A proposal
to be approved as a special resolution to
approve and adopt the Replay LLCA to govern
Replay upon its Domestication.
1C. The Business Combination: A proposal to Mgmt For For
approve the transactions contemplated by
the Transaction Agreement, dated October
12, 2020 (the "Transaction Agreement"), by
and among Replay, Finance of America Equity
Capital LLC ("FoA"), Finance of America
Companies Inc. ("New Pubco"), RPLY Merger
Sub LLC ("Replay Merger Sub"), RPLY BLKR
Merger Sub LLC ("Blocker Merger Sub"),
Blackstone Tactical Opportunities Fund
(Urban Feeder) NQ L.P. ("Blocker"),
Blackstone Tactical Opportunities
Associates ... (due to space limits, see
proxy statement for full proposal).
2A. The Stock Issuance Proposals: Each issuance Mgmt For For
of Ordinary Shares pursuant to each Replay
PIPE Agreement.
2B. The Stock Issuance Proposals: Each issuance Mgmt For For
of shares of Class A Common Stock pursuant
to each New Pubco PIPE Agreement.
2C. The Stock Issuance Proposals: Each issuance Mgmt For For
of shares of Class A Common Stock pursuant
to the Transaction Agreement.
2D. The Stock Issuance Proposals: Each issuance Mgmt For For
of shares of Class B Common Stock pursuant
to the Transaction Agreement.
2E. The Stock Issuance Proposals: Each issuance Mgmt For For
of Ordinary Shares pursuant to each Replay
PIPE Agreement entered into with an
affiliate of Replay Sponsor, LLC (the
"Sponsor").
2F. The Stock Issuance Proposals: Each issuance Mgmt For For
of shares of Class A Common Stock to the
Sellers, Blocker and Blocker GP pursuant to
the Transaction Agreement.
2G. The Stock Issuance Proposals: Each issuance Mgmt For For
of Class B Common Stock to the Sellers
pursuant to the Transaction Agreement.
3A. Organizational Documents Proposal A: To Mgmt For For
approve the provision in the Proposed
Charter changing the authorized share
capital from $20,200 divided into
200,000,000 Ordinary Shares of a par value
of $0.0001 each and 2,000,000 preferred
shares of a par value of $0.0001 each, to
authorized capital stock of 6,601,000,000
shares, consisting of 6,000,000,000 shares
of Class A Common Stock, $0.0001 par value
per share, 1,000,000 shares of Class B
Common Stock, $0.0001 par value per share,
and 600,000,000 ... (due to space limits,
see proxy statement for full proposal).
3B. Organizational Documents Proposal B: To Mgmt For For
approve the provisions in the Proposed
Charter, pursuant to which only the board
of directors, the chairman of the board of
directors or the chief executive officer,
by or at their direction, may call a
special meeting of the stockholders
generally entitled to vote, or the board of
directors or the chairman of the board of
directors must, by or at their direction,
call such a special meeting at the request
of the Principal Stockholders except during
any time ...(due to space limits, see proxy
statement for full proposal).
3C. Organizational Documents Proposal C: To Mgmt For For
approve all other changes in connection
with the replacement of the Existing
Organizational Documents of Replay with the
Proposed Organizational Documents of New
Pubco, including, among other things, (i)
changing from a blank check company seeking
a business combination within a certain
period (as provided in the Existing
Organizational Documents), to a corporation
having perpetual existence (as provided in
the Proposed Charter), ... (due to space
limits, see proxy statement for full
proposal).
4. The Incentive Plan Proposal: A proposal to Mgmt For For
approve the adoption of the Finance of
America Companies Inc. 2021 Omnibus
Incentive Plan (the "Incentive Plan").
5. The Extension Proposal: A proposal to be Mgmt For For
approved by special resolution to approve
an extension of the date by which Replay
must consummate a Business Combination (as
defined in the Existing Organizational
Documents) to October 8, 2021 (or, if
elected by FoA prior to the date the
Registration Statement is declared
effective under the Securities Act of 1933,
such other date designated by FoA) to be
effected by way of amendment and
restatement of the Existing Organizational
Documents.
6. The Adjournment Proposal: A proposal to Mgmt For For
approve the adjournment of the general
meeting to a later date or dates, if
necessary or appropriate, 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 Cayman Proposals, the Stock
Issuance Proposals, the Organizational
Documents Proposals, the Incentive Plan
Proposal and/or the Extension Proposal.
--------------------------------------------------------------------------------------------------------------------------
SCHULTZE SPECIAL PURPOSE ACQUISITION Agenda Number: 935270429
--------------------------------------------------------------------------------------------------------------------------
Security: 80821R109
Meeting Type: Special
Meeting Date: 30-Sep-2020
Ticker: SAMA
ISIN: US80821R1095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Charter Amendment: To amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date by
which the Company has to consummate a
business combination for an additional
three months, from September 30, 2020 to
December 31, 2020.
2. The Adjournment Proposal: To direct the Mgmt For For
chairman of the special meeting 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 the foregoing proposal.
--------------------------------------------------------------------------------------------------------------------------
SINA CORPORATION Agenda Number: 935311390
--------------------------------------------------------------------------------------------------------------------------
Security: G81477104
Meeting Type: Special
Meeting Date: 22-Dec-2020
Ticker: SINA
ISIN: KYG814771047
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. THAT the Agreement and Plan of Merger, Mgmt For For
dated as of September 28, 2020 (the "Merger
Agreement"), among the Company, New Wave
Holdings Limited, an exempted company with
limited liability incorporated under the
laws of the Cayman Islands ("Parent"), and
New Wave Mergersub Limited, an exempted
company with limited liability incorporated
under the laws of the Cayman Islands and a
wholly owned subsidiary of Parent ("Merger
Sub").
2. THAT each member of a special committee of Mgmt For For
the Board, composed solely of independent
and disinterested directors of the Company
(the "Special Committee") and the Chief
Financial Officer of the Company each be
authorized to do all things necessary to
give effect to the Merger Agreement, the
Plan of Merger and the consummation of the
Transactions, including the Merger, the
Variation of Capital and the Adoption of
Amended M&A.
3. THAT the Extraordinary General Meeting be Mgmt For For
adjourned in order to allow the Company to
solicit additional proxies in the event
that there are insufficient proxies
received at the time of the Extraordinary
General Meeting to pass the special
resolutions mentioned above to be proposed
at the Extraordinary General Meeting.
--------------------------------------------------------------------------------------------------------------------------
SLACK TECHNOLOGIES, INC. Agenda Number: 935332623
--------------------------------------------------------------------------------------------------------------------------
Security: 83088V102
Meeting Type: Special
Meeting Date: 02-Mar-2021
Ticker: WORK
ISIN: US83088V1026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to adopt the Agreement and Plan Mgmt For For
of Merger, dated as of December 1, 2020 (as
it may be amended from time to time, the
"merger agreement"), among salesforce.com,
inc., Skyline Strategies I Inc., Skyline
Strategies II LLC and Slack Technologies,
Inc. ("Slack") and approve the transactions
contemplated thereby.
2. A proposal to approve, by a non-binding Mgmt For For
advisory vote, certain compensation that
may be paid or become payable to Slack's
named executive officers that is based on
or otherwise relates to the mergers
contemplated by the merger agreement.
--------------------------------------------------------------------------------------------------------------------------
SOCIAL CAPITAL HEDOSOPHIA HLDGS CORP III Agenda Number: 935317330
--------------------------------------------------------------------------------------------------------------------------
Security: G8251K107
Meeting Type: Special
Meeting Date: 06-Jan-2021
Ticker: IPOC
ISIN: KYG8251K1076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The BCA Proposal - To approve by ordinary Mgmt For For
resolution and adopt the Agreement and Plan
of Merger, dated as of October 5, 2020 (the
"Merger Agreement"), by and among SCH,
Asclepius Merger Sub Inc. ("Merger Sub")
and Clover Health Investments, Corp.
("Clover"), a copy of which is attached to
the accompanying proxy statement/prospectus
statement as Annex A.
2. The Domestication Proposal - To approve by Mgmt For For
special resolution, the change of SCH's
jurisdiction of incorporation by
deregistering as an exempted company in the
Cayman Islands and continuing and
domesticating as a corporation incorporated
under the laws of the State of Delaware
(the "Domestication" and, together with the
Mergers, the "Business Combination".
3. Organizational Documents Proposal A - To Mgmt For For
authorize the change in the authorized
capital stock of SCH from 500,000,000 Class
A ordinary shares, par value $0.0001 per
share, 50,000,000 Class B ordinary shares,
par value $0.0001 per share, and 5,000,000
preferred shares, par value $0.0001 per
share, to 2,500,000,000 shares of Class A
common stock, par value $0.0001 per share,
of Clover Health (the "Clover Health Class
A common stock"), 500,000,000 shares of
Class B common stock, par value $0.0001 per
share, of Clover Health.
4. Organizational Documents Proposal B - To Mgmt For For
authorize the board of directors of Clover
Health to issue any or all shares of Clover
Health preferred stock in one or more
classes or series, with such terms and
conditions as may be expressly determined
by the Board and as may be permitted by the
DGCL.
5. Organizational Documents Proposal C - To Mgmt For For
provide that holders of shares of Clover
Health Class A common stock will be
entitled to cast one vote per share of
Clover Health Class A common stock and
holders of shares of Clover Health Class B
common stock will be entitled to cast 10
votes per share of Clover Health Class B
common stock on each matter properly
submitted to Clover Health stockholders
entitled to vote.
6. Organizational Documents Proposal D - To Mgmt For For
provide that the board of directors of
Clover Health be divided into three classes
with only one class of directors being
elected in each year and each class serving
a three-year term.
7. Organizational Documents Proposal E - To Mgmt For For
authorize all other changes in connection
with the replacement of the Cayman
Constitutional Documents with the Proposed
Certificate of Incorporation and Proposed
Bylaws as part of the Domestication (copies
of which are attached to the accompanying
proxy statement/prospectus as Annex J and
Annex K, respectively),.
8. Director Election Proposal - To approve by Mgmt For For
ordinary resolution, the election of five
directors who, upon consummation of the
Business Combination, will be the directors
of Clover Health.
9. The Stock Issuance Proposal - To approve by Mgmt For For
ordinary resolution, for purposes of
complying with the applicable provisions of
Section 312.03 of the NYSE Listed Company
Manual, the issuance of shares of Clover
Health Class A common stock or Clover
Health Class B common stock, as applicable,
to (a) the PIPE Investors, including the
Sponsor Related PIPE Investors, pursuant to
the PIPE Investment and (b) the Clover
Stockholders pursuant to the Merger
Agreement (as such terms are defined in the
accompanying proxy statement/prospectus).
10. The Equity Incentive Plan Proposal - To Mgmt For For
approve by ordinary resolution, the Clover
Health 2020 Equity Incentive Plan.
11. The Management Incentive Plan Proposal - To Mgmt For For
approve by ordinary resolution, the Clover
Health 2020 Management Incentive Plan.
12. The ESPP Proposal - To approve by ordinary Mgmt For For
resolution, the Clover Health 2020 Employee
Stock Purchase Plan.
13. The Adjournment Proposal - To approve by Mgmt For For
ordinary resolution, the adjournment of the
extraordinary general 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 extraordinary general meeting.
--------------------------------------------------------------------------------------------------------------------------
SOFTWARE ACQUISITION GROUP INC. Agenda Number: 935279340
--------------------------------------------------------------------------------------------------------------------------
Security: 83406B101
Meeting Type: Special
Meeting Date: 12-Oct-2020
Ticker: SAQN
ISIN: US83406B1017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal: To Mgmt For For
consider and vote upon a proposal to
approve the Agreement and Plan of Merger,
dated as of August 10, 2020, by and among
Software Acquisition Group Inc. (the
"Company"), CS Merger Sub, Inc.,
CuriosityStream Inc. ("CuriosityStream")
and Hendricks Factual Media LLC and the
transactions contemplated thereby
(collectively, the "Business Combination"),
including the merger of CuriosityStream
into CS Merger Sub, Inc. (the "Business
Combination Proposal")
2. Authorized Shares: To authorize the change Mgmt For For
in the authorized capital stock of the
Company from (a) 110,000,000 shares of
common stock, consisting of 100,000,000
shares of Class A Common Stock and
10,000,000 shares of Class B Common Stock
and 1,000,000 shares of preferred stock to
(b) 125,000,000 shares common stock and
1,000,000 shares of preferred stock.
3. Elimination of Class B Common Stock: To Mgmt For For
authorize the removal of all provisions
relating to the Class B Common Stock,
including without limitation conversion,
anti-dilution and special voting rights of
the Class B Common Stock.
4. No Class Vote on Changes in Authorized Mgmt For For
Number of Shares of Stock: To provide that
with respect to any vote to modify the
number of authorized shares of any
class(es) of stock requires the affirmative
vote of holders of the majority of the
voting power of the Company stock entitled
to vote generally in the election of
directors, voting as a single class,
without a separate vote of the holders of
the class(es) the number of authorized
shares of which are being increased or
decreased, unless a separate voting
standard is expressly required.
5. Number of Directors to be Determined in Mgmt For For
Bylaws: To provide that the number of
directors shall be fixed from time to time
in the manner provided in New
CuriosityStream's Bylaws.
6. Amendments to Waiver of Corporate Mgmt For For
Opportunities Prospective Only: To provide
that any alteration, amendment, addition to
or repeal of the provisions of the Proposed
Charter that relates to the waiver of
corporate opportunities will not eliminate
or reduce such provisions in respect of any
business opportunity first identified or
any other matter occurring, or any cause of
action, suit or claim that, but for such
provisions, would accrue or arise, prior to
such alteration, amendment, addition repeal
or adoption.
7. Required Vote to Amend Certain Provisions Mgmt For For
Relating to the Directors: To require the
affirmative vote of 66.7% of the
outstanding shares of stock entitled to
vote in the election of directors, voting
as a single class, to effect any amendment
to the charter relating to the powers,
number, election, term, vacancies or
removal of directors of New
CuriosityStream.
8. Removal of Exemptions to Deemed Service of Mgmt For For
Process in Exclusive Forum Provision: To
remove specific exemptions to the deemed
acceptance of service of process on counsel
bringing claims outside Delaware for
stockholder suits as to which the (a)
Delaware Chancery Court (the "Court")
determines there is an indispensable party
not subject to the Court's jurisdiction,
(b) is vested in the exclusive jurisdiction
of a court or forum other than the Court or
(c) for which the Court does not have
subject matter jurisdiction.
9. Exclusive Forum for Internal Corporate Mgmt For For
Claims: To provide that the Delaware
Chancery Court will be the exclusive
jurisdiction for any stockholder to bring
any action asserting an "internal corporate
claim" as defined in Section 115 of the
Delaware General Corporation Law.
10. Exclusive Forum for Claims Under the Mgmt For For
Securities Act and for Offers and Sales of
Securities: To provide that the Federal
District Courts of the United States of
America will be the exclusive forum for
resolution of any complaint asserting a
cause of action under the Securities Act of
1933, as amended, or with respect to the
offer or sale of securities of the Company.
11. Replacement of the Existing Charter: To Mgmt For For
authorize all other changes in connection
with the amendment and restatement of the
Existing Charter (a copy of which is
attached to the proxy statement as Annex
B).
12. The Stock Issuance Proposal: To consider Mgmt For For
and vote upon a proposal to approve, for
the purpose of complying with NASDAQ
Listing Rule 5635(a), the issuance of Class
A Common Stock pursuant to the merger
agreement and 2,500,000 shares of Class A
Common Stock to certain investors in a
private placement.
13. The Omnibus Incentive Plan Proposal: To Mgmt For For
consider and vote upon a proposal to
approve and adopt the CuriosityStream Inc.
2020 Omnibus Incentive Plan.
14. The Adjournment Proposal: To allow, if Mgmt For For
necessary, Software Acquisition Group's
board of directors to adjourn the Special
Meeting to a later date(s) to permit
further solicitation of proxies if there
are not sufficient votes to approve the
Proposals, or holders of Software
Acquisition Group's public shares have
elected to redeem an amount of public
shares such that Software Acquisition Group
would have less than $5,000,001 of net
tangible assets.
15. Shareholder Certification: I hereby certify Mgmt Take No Action
that I am not acting in concert or as a
"group" as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, as
amended, with any other shareholder with
respect to the shares represented hereby in
connection with the Business Combination.
(FOR= I AM NOT) (AGAINST = I AM)
--------------------------------------------------------------------------------------------------------------------------
SOGOU INC. Agenda Number: 935324018
--------------------------------------------------------------------------------------------------------------------------
Security: 83409V104
Meeting Type: Annual
Meeting Date: 27-Jan-2021
Ticker: SOGO
ISIN: US83409V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I.1 Election of Director: Charles Zhang Mgmt For For
I.2 Election of Director: Xiaochuan Wang Mgmt For For
I.3 Election of Director: Yu Yin Mgmt For For
I.4 Election of Director: Joanna Lu Mgmt For For
I.5 Election of Director: Bin Gao Mgmt For For
I.6 Election of Director: Janice Lee Mgmt For For
I.7 Election of Director: Jinmei He Mgmt For For
II. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers Zhong Tian LLP as
the Company's independent auditors for the
fiscal year ending December 31, 2020.
--------------------------------------------------------------------------------------------------------------------------
SPARTAN ENERGY ACQUISITION CORP. Agenda Number: 935253992
--------------------------------------------------------------------------------------------------------------------------
Security: 846784106
Meeting Type: Special
Meeting Date: 03-Aug-2020
Ticker: SPAQ
ISIN: US8467841065
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of an amendment to the Company's Mgmt For For
Amended and Restated Certificate of
Incorporation to extend the date by which
the Company has to consummate a business
combination for an additional six months,
from August 14, 2020 to February 14, 2021.
--------------------------------------------------------------------------------------------------------------------------
SPARTAN ENERGY ACQUISITION CORP. Agenda Number: 935283399
--------------------------------------------------------------------------------------------------------------------------
Security: 846784106
Meeting Type: Special
Meeting Date: 28-Oct-2020
Ticker: SPAQ
ISIN: US8467841065
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To (a) approve and adopt the Business Mgmt For For
Combination Agreement and Plan of
Reorganization, dated as of July 10, 2020
(the "Business Combination Agreement"),
among Spartan Energy Acquisition Corp.
("Spartan"), Spartan Merger Sub Inc., a
Delaware corporation and a wholly owned
subsidiary of Spartan ("Merger Sub"), and
Fisker Inc., a Delaware corporation
("Fisker"); (b) approve such merger and the
other transactions contemplated by the
Business Combination Agreement ("business
combination" and "Business Combination
Proposal").
2. To (a) increase the number of authorized Mgmt For For
shares of Spartan's Class A Common Stock,
par value $0.0001 per share (the "Class A
Common Stock"), from 200,000,000 shares to
750,000,000 shares, (b) increase the number
of authorized shares of Spartan's Class B
Common Stock, par value $0.0001 per share
(the "Class B Common Stock"), from
20,000,000 shares to 150,000,000 shares,
and (c) increase the number of authorized
shares of Spartan's Preferred Stock, par
value $0.0001 per share, from 1,000,000
shares to 15,000,000 shares.
3. The Dual Class Charter Proposal - To Mgmt For For
consider and vote upon a proposal to
implement a dual class stock structure
comprised of Class A Common Stock, which
will carry one vote per share, and Class B
Common Stock, which will carry 10 votes per
share (the "Dual Class Charter Proposal").
The Dual Class Charter Proposal is
conditioned on the approval of the Business
Combination Proposal and the NYSE Proposal.
4. To eliminate provisions in Spartan's Mgmt For For
amended and restated certificate of
incorporation relating to Spartan's initial
business combination that will no longer be
applicable to Spartan following the closing
of the business combination (the
"Closing"), change the post-combination
company's name to "Fisker Inc." (the
"Additional Charter Proposal" and, together
with the Authorized Share Charter Proposal
and the Dual Class Charter Proposal, the
"Charter Proposals").
5. The NYSE Proposal - To approve, (a) the Mgmt For For
issuance of 46,318,959 shares of Class A
Common Stock and 129,122,242 shares of
Class B Common Stock in the business
combination and (b) the issuance and sale
of 50,000,000 shares of Class A Common
Stock in the private offering of securities
to certain investors in connection with the
business combination (the "NYSE Proposal").
6. The 2020 Plan Proposal - To consider and Mgmt For For
vote upon a proposal to approve and adopt
the Fisker Inc. 2020 Equity Incentive Plan
(the "2020 Plan") and material terms
thereunder (the "2020 Plan Proposal"). The
2020 Plan Proposal is conditioned on the
approval of the Business Combination
Proposal and the NYSE Proposal.
7. The ESPP Proposal - To consider and vote Mgmt For For
upon a proposal to approve and adopt the
Fisker Inc. 2020 Employee Stock Purchase
Plan (the "ESPP") and material terms
thereunder (the "ESPP Proposal"). The ESPP
Proposal is conditioned on the approval of
the Business Combination Proposal and the
NYSE Proposal.
8. DIRECTOR
Henrik Fisker Mgmt For For
Dr. Geeta Gupta Mgmt For For
Wendy J. Greuel Mgmt For For
Mark E. Hickson Mgmt For For
William R. McDermott Mgmt For For
Roderick K. Randall Mgmt For For
Nadine I. Watt Mgmt For For
9. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, 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 Charter
Proposals, the NYSE Proposal, the 2020 Plan
Proposal, the ESPP Proposal or the Director
Election Proposal (the "Adjournment
Proposal").
--------------------------------------------------------------------------------------------------------------------------
SPORTSMAN'S WAREHOUSE HOLDINGS, INC. Agenda Number: 935394065
--------------------------------------------------------------------------------------------------------------------------
Security: 84920Y106
Meeting Type: Annual
Meeting Date: 26-May-2021
Ticker: SPWH
ISIN: US84920Y1064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Joseph P. Schneider Mgmt For For
1.2 Election of Director: Christopher Eastland Mgmt For For
1.3 Election of Director: Philip Williamson Mgmt For For
2. Ratification of the appointment of Grant Mgmt For For
Thornton LLP as the Company's independent
registered public accounting firm for
fiscal 2021.
3. Approval, on an advisory basis, of our Mgmt For For
named executive officer compensation.
--------------------------------------------------------------------------------------------------------------------------
TALEND S.A. Agenda Number: 935441458
--------------------------------------------------------------------------------------------------------------------------
Security: 874224207
Meeting Type: Annual
Meeting Date: 29-Jun-2021
Ticker: TLND
ISIN: US8742242071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 To ratify the provisional appointment of Mgmt For For
Ms. Elissa Fink as Director.
O2 To ratify the provisional appointment of Mgmt For For
Mr. Ryan Kearny as Director.
O3 To renew the term of office of Mr. Ryan Mgmt For For
Kearny as Director.
O4 To renew the term of office of Mr. Patrick Mgmt For For
Jones as Director.
O5 To renew the term of office of Ms. Christal Mgmt For For
Bemont as Director.
O6 To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
O7 To approve the statutory financial Mgmt For For
statements for the year ended December 31,
2020.
O8 To allocate earnings for the year ended Mgmt For For
December 31, 2020.
O9 To approve the consolidated financial Mgmt For For
statements for the year ended December 31,
2020 prepared in accordance with IFRS.
O10 To approve an indemnification agreement Mgmt For For
entered into with Ms. Elissa Fink
(agreement referred to in Articles L.
225-38 et seq. of the French Commercial
Code).
O11 To approve an indemnification agreement Mgmt For For
entered into with Mr. Ryan Kearny
(agreement referred to in Articles L.
225-38 et seq. of the French Commercial
Code).
O12 To approve a consulting agreement entered Mgmt For For
into with Mr. Michael Tuchen (agreement
referred to in Articles L. 225-38 et seq.
of the French Commercial Code).
O13 To approve a separation agreement and Mgmt For For
release entered into with Mr. Laurent Bride
(agreement referred to in Articles L.225-38
et seq. of the French Commercial Code).
O14 To ratify the selection of KPMG LLP as the Mgmt For For
independent registered public accountant
for the Company for the fiscal year ending
December 31, 2021 with respect to the
Company's financial statements prepared in
accordance with generally accepted
accounting principles in the United States
for SEC reporting purposes.
E15 To delegate authority to the board of Mgmt For For
directors to grant existing and/or newly
issued free shares of the Company to all or
certain employees and/or all or certain
corporate officers of the Company or
companies in the group, in accordance with
the provisions of Articles L. 225-197-1 et
seq. of the French Commercial Code.
E16 To delegate authority to the board of Mgmt For For
directors to issue share warrants (bons de
souscription d'actions), without
shareholders' preferential subscription
right, for the benefit of a category of
persons meeting certain characteristics.
E17 To delegate authority to the board of Mgmt For For
directors to grant options to subscribe for
new ordinary shares or options to purchase
ordinary shares of the Company, pursuant to
the provisions of Articles L. 225-177 et
seq. of the French Commercial Code to all
or certain employees and/or all or certain
corporate officers of the Company or
companies in the group, in accordance with
the provisions of Articles L. 225-180 et
seq. of the French Commercial Code.
E18 To limit the amount of issues under Mgmt For For
Proposal Nos. 15, 16 and 17.
E19 To delegate authority to the board of Mgmt For For
directors to increase the share capital by
way of the issue of shares of the Company
to participants in a company savings plan
(plan d'e886547108pargned'entreprise) established in
accordance with Articles L. 3332-1et seq.
of the French Labor Code.
--------------------------------------------------------------------------------------------------------------------------
TAUBMAN CENTERS, INC. Agenda Number: 935246240
--------------------------------------------------------------------------------------------------------------------------
Security: 876664103
Meeting Type: Annual
Meeting Date: 28-Jul-2020
Ticker: TCO
ISIN: US8766641034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Mayree C. Clark Mgmt For For
Michael J. Embler Mgmt For For
Janice L. Fields Mgmt For For
Michelle J. Goldberg Mgmt For For
Nancy Killefer Mgmt For For
Cia Buckley Marakovits Mgmt For For
Robert S. Taubman Mgmt For For
Ronald W. Tysoe Mgmt For For
Myron E. Ullman, III Mgmt For For
2. Ratification of the appointment of KPMG LLP Mgmt For For
as the independent registered public
accounting firm for the year ending
December 31, 2020.
3. Advisory approval of the named executive Mgmt For For
officer compensation.
--------------------------------------------------------------------------------------------------------------------------
TAUBMAN CENTERS, INC. Agenda Number: 935318685
--------------------------------------------------------------------------------------------------------------------------
Security: 876664103
Meeting Type: Special
Meeting Date: 28-Dec-2020
Ticker: TCO
ISIN: US8766641034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt and approve the Amended and Mgmt For For
Restated Agreement and Plan of Merger,
dated as of November 14, 2020.
2. To approve, on a non-binding, advisory Mgmt For For
basis, compensation that may become payable
to Taubman's named executive officers in
connection with the REIT Merger and the
other Transactions, as more particularly
described in the Proxy Statement.
3. To approve an adjournment of the special Mgmt For For
meeting, even if a quorum is present, if
necessary or appropriate, to solicit
additional proxies if there are
insufficient votes at the time of the
special meeting to approve Proposal 1.
--------------------------------------------------------------------------------------------------------------------------
THUNDER BRIDGE ACQUISITION II, LTD Agenda Number: 935316958
--------------------------------------------------------------------------------------------------------------------------
Security: G8857S116
Meeting Type: Annual
Meeting Date: 30-Dec-2020
Ticker: THBR
ISIN: KYG8857S1167
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. RESOLVED, as an ordinary resolution, that Mgmt For For
the selection by the audit committee of
Grant Thornton LLP to serve as our
independent registered public accounting
firm for the year ending December 31, 2020
be approved, adopted, confirmed and
ratified in all respects.
--------------------------------------------------------------------------------------------------------------------------
THUNDER BRIDGE ACQUISITION II, LTD Agenda Number: 935439756
--------------------------------------------------------------------------------------------------------------------------
Security: G8857S116
Meeting Type: Special
Meeting Date: 09-Jun-2021
Ticker: THBR
ISIN: KYG8857S1167
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) RESOLVED, as special resolution that Mgmt For For
Thunder Bridge Acquisition II, Ltd. be
de-registered in the Cayman Islands
pursuant to Article 47 of the Amended and
Restated Articles of Association of Thunder
Bridge Acquisition II, Ltd. and be
registered by way of continuation as a
corporation in the State of Delaware and
conditional upon, and with effect from, the
registration of Thunder Bridge Acquisition
II, Ltd. in the State of Delaware as a
corporation, governed by the certificate of
incorporation attached as Annex A.
2) RESOLVED, as an ordinary resolution, that Mgmt For For
Thunder Bridge II's entry into the Master
Transactions Agreement dated effective as
of December 14, 2020 (as amended or
supplemented from time to time, the "MTA")
by and among Thunder Bridge II, Surviving
Pubco, Merger Subs, indie, the ADK Blocker
Group, ADK Service Provider Holdco and,
solely in its capacity as the indie
Securityholder Representative thereunder,
Donald McClymont, the consummation of the
transactions contemplated by the MTA,
including the issuance of the merger
consideration thereunder.
3) RESOLVED, as an ordinary resolution, that Mgmt For For
the indie Semiconductor, Inc. 2021 Omnibus
Equity Incentive Plan (a copy of the 2021
Equity Incentive Plan is attached to the
proxy statement/prospectus as Annex C) be
adopted and approved in all respects.
4) DIRECTOR
Sonalee Parekh Mgmt For For
Ichiro Aoki Mgmt For For
Jeffrey Owens Mgmt For For
William Woodward Mgmt For For
Karl-Thomas Neumann Mgmt For For
Diane Brink Mgmt For For
Donald McClymont Mgmt For For
Peter Kight Mgmt For For
David Aldrich Mgmt For For
5) RESOLVED, as an ordinary resolution, that Mgmt For For
the issuance of an aggregate of 90,000,000
Merger Consideration shares, up to an
aggregate of 10,000,000 Earn-Out Shares,
and 15,000,000 Class A ordinary shares in
the PIPE Financing be approved and adopted
in all respects.
6A) Advisory Charter Proposal A - to provide Mgmt For For
that the total number of shares of all
classes of capital stock which the Company
will have authority to issue is 300,000,000
shares, consisting of (i) 250,000,000
shares of Class A common stock, par value
$0.0001 per share, (ii) 40,000,000 shares
of Class V common stock, no par value, and
(iii) 10,000,000 shares of preferred stock,
par value $0.0001 per share.
6B) Advisory Charter Proposal B - to provide Mgmt For For
that special meetings of stockholders of
the Company may be called only (i) by the
chairman of the board of directors, (ii) by
the chief executive officer, or (iii) by
the secretary acting at the request of a
majority of the total number of directors
that the Company would have if there were
no vacancies.
6C) Advisory Charter Proposal C - to provide Mgmt For For
that any action of the stockholders of the
Company may be taken without a meeting,
without prior notice and without a vote, if
a consent in writing, setting forth the
action so taken, is signed by the holders
of outstanding stock having not less than
the minimum number of votes that would be
necessary to authorize or take such action
at a meeting at which all shares entitled
to vote thereon were present and voted.
6D) Advisory Charter Proposal D - to provide Mgmt For For
that the Company's board of directors will
be divided into three classes designated as
Class I, Class II and Class III.
6E) Advisory Charter Proposal E - to provide Mgmt For For
that directors may be elected by the
stockholders only at an annual meeting of
stockholders by a plurality of the votes
cast.
6F) Advisory Charter Proposal F - to provide Mgmt For For
that any director may be removed from
office at any time, but only for cause, by
the affirmative vote of the holders of at
least 662/3% of the voting power of the
outstanding voting capital stock of the
Company, voting together as a single class.
6G) Advisory Charter Proposal G - to provide Mgmt For For
that the affirmative vote of the holders of
at least 662/3% of the voting power of the
outstanding voting capital stock of the
Company, voting together as a single class,
will be required to amend or repeal, or
adopt any provision inconsistent with,
provisions relating to calling special
meetings of stockholders and stockholder
action by written consent.
6H) Advisory Charter Proposal H - to provide Mgmt For For
that the Court of Chancery of the State of
Delaware or, if such court does not have
subject matter jurisdiction thereof, any
federal court located within the State of
Delaware, shall be the exclusive forum for
certain actions and claims.
6I) Advisory Charter Proposal I - to provide Mgmt For For
that the Company will not be subject to
provisions Section 203 of the DGCL, which
generally prohibits "interested
stockholders" (stockholders holding 15% or
more of the outstanding stock) from
engaging in business combinations with the
Company for a period of time unless certain
conditions are met.
7) RESOLVED, as an ordinary resolution, that Mgmt For For
the adjournment of the Shareholders Meeting
to a later date or dates, if necessary to
permit further solicitation and vote of
proxies if it is determined by Thunder
Bridge II that more time is necessary or
appropriate to approve one or more
Shareholder Proposals at the Shareholders
Meeting be approved and adopted in all
respects.
--------------------------------------------------------------------------------------------------------------------------
TIFFANY & CO. Agenda Number: 935313053
--------------------------------------------------------------------------------------------------------------------------
Security: 886547108
Meeting Type: Special
Meeting Date: 30-Dec-2020
Ticker: TIF
ISIN: US8865471085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Amended and Restated Agreement Mgmt For For
and Plan of Merger, dated as of October 28,
2020, (the "merger agreement"), by and
among the Tiffany & Co. (the "Company"),
LVMH Moet Hennessy- Louis Vuitton SE, a
societas Europaea (European company)
organized under the laws of France
("Parent"), Breakfast Holdings Acquisition
Corp., a Delaware corporation and an
indirect wholly owned subsidiary of Parent
("Holding"), and Breakfast Acquisition
Corp., a Delaware corporation and a direct
wholly owned subsidiary of Holding ("Merger
Sub").
2. The compensation proposal - To approve, by Mgmt For For
non-binding, advisory vote, certain
compensation arrangements for the Company's
named executive officers in connection with
the merger.
3. N/A Mgmt For
--------------------------------------------------------------------------------------------------------------------------
TOTTENHAM ACQUISITION I LIMITED Agenda Number: 935289721
--------------------------------------------------------------------------------------------------------------------------
Security: G8959N106
Meeting Type: Special
Meeting Date: 06-Nov-2020
Ticker: TOTA
ISIN: VGG8959N1069
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For
AMENDED AND RESTATED MEMORANDUM AND
ARTICLES OF ASSOCIATION TO EXTEND THE DATE
BY WHICH THE COMPANY HAS TO CONSUMMATE A
BUSINESS COMBINATION (THE "EXTENSION") FOUR
(4) TIMES FOR AN ADDITIONAL ONE MONTH EACH
TIME FROM NOVEMBER 6, 2020 TO MARCH 6,
2021.
2. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For
EXISTING INVESTMENT MANAGEMENT TRUST
AGREEMENT TO MAKE CHANGES NECESSARY TO
REFLECT THE EXTENSION.
--------------------------------------------------------------------------------------------------------------------------
TOTTENHAM ACQUISITION I LIMITED Agenda Number: 935318700
--------------------------------------------------------------------------------------------------------------------------
Security: G8959N106
Meeting Type: Special
Meeting Date: 30-Dec-2020
Ticker: TOTA
ISIN: VGG8959N1069
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Reincorporation Proposal - To approve the Mgmt For For
merger of Tottenham with and into Chelsea
Worldwide Inc. or PubCo, its wholly owned
Delaware subsidiary, with PubCo surviving
the merger. The merger will change
Tottenham's place of incorporation from
British Virgin Islands to Delaware. We
refer to the merger as the Reincorporation
Merger. The Reincorporation Merger will be
effected simultaneously with the
Acquisition Merger (as defined on the
reverse side) and therefore the
Reincorporation Merger ...(due to space
limits, see proxy material for full
proposal).
2. To authorize PubCo to issue 101,000,000 Mgmt For For
shares, consisting of 1,000,000 shares of
Preferred Stock and 100,000,000 shares of
common stock.
3. To require an affirmative vote of at least Mgmt For For
66 2/3% of the total voting power of the
then-outstanding shares of stock entitled
to vote generally in the election of
directors, voting together as a single
class, in order to amend, alter, repeal or
rescind certain provisions of the
Certificate of Incorporation regarding
amendment of the bylaws, structure of the
board of directors, eliminating written
consents of stockholders and calling
meetings of the stockholders, limiting
liability and ...(due to space limits, see
proxy material for full proposal).
4. To require an affirmative vote of either a Mgmt For For
majority of the board of directors or at
least a majority of the total voting power
of all the then-outstanding shares of our
stock entitled to vote generally in the
election of directors, voting together as a
single class; to amend the bylaws; provided
that an affirmative vote of at least 66
2/3% of the total voting power of all the
then-outstanding shares of our stock
entitled to vote generally in the election
of directors, voting ...(due to space
limits, see proxy material for full
proposal).
5. To approve that PubCo's board of directors Mgmt For For
to be divided into three classes with only
one class of directors being elected in
each year and each class serving a
three-year term.
6. To provide for (ii) the election of Mgmt For For
director by the affirmative vote of at
least a plurality of the total voting power
of all the then-outstanding shares of stock
of PubCo entitled to vote generally in the
election of directors (other than those
directors elected by the holders of any
series of Preferred Stock, who shall be
elected pursuant to the terms of such
Preferred Stock); and (ii) the filling of
newly-created directorships or any vacancy
on the board of directors ...(due to space
limits, see proxy material for full
proposal).
7. To provide for the removal of directors Mgmt For For
with cause by the affirmative vote of at
least 66 2/3% of the total voting power of
all the then outstanding shares of stock of
PubCo entitled to vote generally in the
election of directors, voting together as a
single class (other than those directors
elected by the holders of any series of
Preferred Stock, who shall be removed
pursuant to the terms of such Preferred
Stock).
8. To provide that special meetings of the Mgmt For For
stockholders of PubCo may be called only by
or at the direction of the board of
directors of PubCo, the chairman of the
board of directors of PubCo, or the chief
executive officer of PubCo.
9. To provide that actions of stockholders Mgmt For For
must be taken at a duly called annual or
special meeting of stockholders and may not
be effected by written consent unless such
action is recommended or approved by all
members of the board of directors then in
office.
10. To elect not to be governed by Section 203 Mgmt For For
of the General Corporation Law of the State
of Delaware (the "DGCL") and, instead, to
provide that as long as PubCo's common
stock is registered under Section 12(b) or
12(g) of the Exchange Act, PubCo is
prohibited from engaging in any business
combination (as defined in PubCo's
Certificate of Incorporation) with any
interested stockholder (as defined in
PubCo's Certificate of Incorporation) for a
period of three years following the time
...(due to space limits, see proxy material
for full proposal).
11. To waive corporate opportunities for the Mgmt For For
non-employee directors of PubCo.
12. To provide that the Court of Chancery of Mgmt For For
the State of Delaware or, if such court
does not have subject matter jurisdiction
thereof, another state or federal court
located within the State of Delaware, shall
be the exclusive forum for certain actions
and claims and that for claims made under
the Exchange Act and, to the fullest extent
permitted by law, claims made under the
Securities Act of 1933, as amended, the
claim must be brought in federal district
court.
13. To eliminate various provisions applicable Mgmt For For
only to blank check companies.
14. Acquisition Merger Proposal - To approve Mgmt For For
the authorization for PubCo's board of
directors to complete the merger of
Creative Worldwide Inc. or Merger Sub into
Clene Nanomedicine, Inc. or Clene,
resulting Clene becoming a wholly owned
subsidiary of PubCo. We refer to the merger
as the Acquisition Merger. The
Reincorporation Merger will be effected
simultaneously with the Acquisition Merger
and therefore the Reincorporation Merger
Proposal and the Acquisition Merger
Proposal are dependent upon each other.
15. Incentive Plan Proposal: To approve PubCo's Mgmt For For
2020 Equity Incentive Plan.
16. ESPP Proposal - To approve PubCo's 2020 Mgmt For For
Employee Stock Purchase Plan.
17. Business Combination Adjournment Proposal - Mgmt For For
To approve the adjournment of the
extraordinary general meeting in the event
Tottenham does not receive the requisite
stockholder vote to approve the Business
Combination.
--------------------------------------------------------------------------------------------------------------------------
TRIDENT ACQUISITIONS CORP Agenda Number: 935262523
--------------------------------------------------------------------------------------------------------------------------
Security: 89615T106
Meeting Type: Special
Meeting Date: 28-Aug-2020
Ticker: TDAC
ISIN: US89615T1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO EXTEND THE DATE BY WHICH
THE COMPANY HAS TO CONSUMMATE A BUSINESS
COMBINATION (THE "EXTENSION") FOR AN
ADDITIONAL THREE MONTHS.
2. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For
EXISTING INVESTMENT MANAGEMENT TRUST
AGREEMENT TO MAKE CHANGES NECESSARY TO
REFLECT THE EXTENSION.
--------------------------------------------------------------------------------------------------------------------------
TRIDENT ACQUISITIONS CORP Agenda Number: 935306452
--------------------------------------------------------------------------------------------------------------------------
Security: 89615T106
Meeting Type: Annual
Meeting Date: 30-Nov-2020
Ticker: TDAC
ISIN: US89615T1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Marat Rosenberg Mgmt For For
Gennadii Butkevych Mgmt For For
2. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO EXTEND THE DATE BY WHICH
THE COMPANY HAS TO CONSUMMATE A BUSINESS
COMBINATION (THE "EXTENSION") FOR AN
ADDITIONAL THREE MONTHS WITH AN ABILITY TO
FURTHER EXTEND FOR AN ADDITIONAL THREE
MONTHS IF APPROVED BY THE COMPANY'S BOARD
OF DIRECTORS.
3. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For
EXISTING INVESTMENT MANAGEMENT TRUST
AGREEMENT TO MAKE CHANGES NECESSARY TO
REFLECT THE EXTENSION.
4. RATIFICATION OF THE APPOINTMENT OF MARCUM Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2020.
--------------------------------------------------------------------------------------------------------------------------
TUSCAN HOLDINGS CORP II Agenda Number: 935362551
--------------------------------------------------------------------------------------------------------------------------
Security: 90070A103
Meeting Type: Annual
Meeting Date: 14-Apr-2021
Ticker: THCA
ISIN: US90070A1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment Proposal: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination to September 30, 2021.
2. Early Termination Proposal: Approve the Mgmt For For
Company's early winding up and redemption
of 100% of the outstanding public shares if
determined by the Company's board of
directors.
3. DIRECTOR
Sila Calderon Mgmt For For
Michael Auerbach Mgmt For For
4. Adjournment Proposal: Approve the Mgmt For For
adjournment of the annual meeting to a
later date or dates, if the Company
determines that additional time is
necessary to effectuate the Extension.
--------------------------------------------------------------------------------------------------------------------------
TUSCAN HOLDINGS CORP. Agenda Number: 935302137
--------------------------------------------------------------------------------------------------------------------------
Security: 90069K104
Meeting Type: Special
Meeting Date: 03-Dec-2020
Ticker: THCB
ISIN: US90069K1043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment Proposal: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination to April 30, 2021.
2. Adjournment Proposal: Approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if the Company
determines that additional time is
necessary to consummate the Extension.
--------------------------------------------------------------------------------------------------------------------------
UNION ACQUISITION CORP. II Agenda Number: 935356762
--------------------------------------------------------------------------------------------------------------------------
Security: G9402Q100
Meeting Type: Special
Meeting Date: 16-Apr-2021
Ticker: LATN
ISIN: KYG9402Q1001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment: A special resolution Mgmt For For
to amend the Company's Amended and Restated
Memorandum and Articles of Association to
extend the date by which the Company must
consummate a Business Combination from
April 22, 2021 to October 22, 2021.
2. Adjournment: An ordinary resolution to Mgmt For For
adjourn the Extraordinary General Meeting
to a later date or dates, if necessary, to
permit further solicitation and vote of
proxies in the event there are insufficient
votes for, or otherwise in connection with,
the approval of Proposal 1.
--------------------------------------------------------------------------------------------------------------------------
VARIAN MEDICAL SYSTEMS, INC. Agenda Number: 935274821
--------------------------------------------------------------------------------------------------------------------------
Security: 92220P105
Meeting Type: Special
Meeting Date: 15-Oct-2020
Ticker: VAR
ISIN: US92220P1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve and adopt the Agreement and Plan Mgmt For For
of Merger, dated as of August 2, 2020 (as
it may be amended from time to time, the
"merger agreement").
2. To adjourn the Special Meeting, if Mgmt For For
necessary or appropriate, to solicit
additional proxies in favor of the proposal
to approve and adopt the merger agreement
if there are not sufficient votes at the
time of such adjournment to approve and
adopt the merger agreement.
3. To approve, on a non-binding, advisory Mgmt For For
basis, certain compensation that will or
may be paid or become payable to Varian's
named executive officers that is based on
or otherwise relates to the merger.
--------------------------------------------------------------------------------------------------------------------------
VG ACQUISITION CORP. Agenda Number: 935439655
--------------------------------------------------------------------------------------------------------------------------
Security: G9446E105
Meeting Type: Special
Meeting Date: 10-Jun-2021
Ticker: VGAC
ISIN: KYG9446E1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - Mgmt For For
RESOLVED, as an ordinary resolution, that
VGAC's entry into that certain Agreement
and Plan of Merger, dated as of February 4,
2021, as amended February 13, 2021 and
March 25, 2021 (as may be amended,
supplemented, or otherwise modified from
time to time, the "Merger Agreement"), by
and among VGAC, Chrome Merger Sub, Inc., a
Delaware corporation and wholly owned
direct subsidiary of VGAC ("VGAC Merger
Sub"), and 23andMe, Inc., a Delaware
...(due to space limits, see proxy
statement for full proposal).
2. The Domestication Proposal - RESOLVED, as a Mgmt For For
special resolution, that VGAC be
transferred by way of continuation to
Delaware pursuant to Part XII of the
Companies Act (As Revised) of the Cayman
Islands and Section 388 of the General
Corporation Law of the State of Delaware
("DGCL") and, immediately upon being de-
registered in the Cayman Islands, VGAC be
continued and domesticated as a corporation
under the laws of the State of Delaware
and, conditioned upon, and with effect
from, the ... (due to space limits, see
proxy statement for full proposal).
3. Charter Amendment Proposal - RESOLVED, as a Mgmt For For
special resolution, that the existing
amended and restated memorandum and
articles of association of VGAC (together,
the "Existing Governing Documents") be
amended and restated by the deletion in
their entirety and the substitution in
their place of the proposed new certificate
of incorporation, a copy of which is
attached to the proxy statement/consent
solicitation statement/prospectus as Annex
E (the "Proposed Certificate of
Incorporation") and the ...(due to space
limits, see proxy statement for full
proposal).
4. Governing Documents Proposal A - RESOLVED, Mgmt For For
as a non-binding, advisory resolution, that
the change in the authorized share capital
of VGAC from (i) US$22,100 divided into
200,000,000 Class A ordinary shares, par
value $0.0001 per share, (ii) 20,000,000
Class B ordinary shares, par value $0.0001
per share, and (iii) 1,000,000 preference
shares, par value $0.0001 per share, to (a)
1,140,000,000 shares of New 23andMe Class A
Common Stock, (b) 350,000,000 shares of New
23andMe Class B Common ...(due to space
limits, see proxy statement for full
proposal).
5. Governing Documents Proposal B - RESOLVED, Mgmt For For
as a non-binding, advisory resolution, that
the authorization to the board of directors
of New 23andMe (the "New 23andMe Board") to
issue any or all shares of New 23andMe
Preferred Stock in one or more classes or
series, with such terms and conditions as
may be expressly determined by the New
23andMe Board and as may be permitted by
the DGCL be approved.
6. Governing Documents Proposal C - RESOLVED, Mgmt For For
as a non-binding, advisory resolution, that
the amendment and restatement of the
Existing Governing Documents be approved
and that all other immaterial changes
necessary or, as mutually agreed in good
faith by VGAC and 23andMe, desirable in
connection with the replacement of the
Existing Governing Documents with the
Proposed Certificate of Incorporation and
Proposed Bylaws as part of the
Domestication (copies of which are attached
to the ...(due to space limits, see proxy
statement for full proposal).
7. Governing Documents Proposal D - RESOLVED, Mgmt For For
as a non-binding, advisory resolution, that
the issuance of shares of New 23andMe Class
B Common Stock, which will allow holders of
New 23andMe Class B Common Stock to cast
ten votes per share of New 23andMe Class B
Common Stock be approved.
8. Governing Documents Proposal E - RESOLVED, Mgmt For For
as a non-binding, advisory resolution, that
the election of New 23andMe to not be
governed by Section 203 of the DGCL and
limiting certain corporate takeovers by
interested stockholders be approved.
9. The NYSE Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that for the purposes
of complying with the applicable provisions
of New York Stock Exchange ("NYSE") Listing
Rule 312.03, the issuance of shares of New
23andMe Class A Common Stock and shares of
New 23andMe Class B Common Stock be
approved.
10. The Incentive Equity Plan Proposal - Mgmt For For
RESOLVED, as an ordinary resolution, that
the 23andMe Holding Co. 2021 Incentive
Equity Plan, a copy of which is attached to
the proxy statement/consent solicitation
statement/prospectus as Annex K, be adopted
and approved.
11. The ESPP Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that the 23andMe
Holding Co. Employee Stock Purchase Plan, a
copy of which is attached to the proxy
statement/consent solicitation
statement/prospectus as Annex L, be adopted
and approved.
13. The Adjournment Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that the adjournment
of the extraordinary general meeting to a
later date or dates (A) to the extent
necessary to ensure that any required
supplement or amendment to the accompanying
proxy statement/consent solicitation
statement/ prospectus is provided to VGAC
shareholders, (B) in order to solicit
additional proxies from VGAC shareholders
in favor of one or more of the proposals at
the extraordinary general meeting, or (C)
if VGAC ...(due to space limits, see proxy
statement for full proposal).
--------------------------------------------------------------------------------------------------------------------------
VIRTUSA CORPORATION Agenda Number: 935287866
--------------------------------------------------------------------------------------------------------------------------
Security: 92827P102
Meeting Type: Special
Meeting Date: 20-Nov-2020
Ticker: VRTU
ISIN: US92827P1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of September 9, 2020 (as it may be
amended, supplemented or otherwise modified
from time to time, the "merger agreement"),
by and among Austin HoldCo Inc., a Delaware
corporation ("Parent"), Austin BidCo Inc.,
a Delaware corporation and wholly owned
subsidiary of Parent ("Sub"), and Virtusa
Corporation, a Delaware corporation
("Virtusa" or the "Company"), pursuant to
which Sub will be merged with and into the
Company (the "merger").
2. To approve an advisory, non-binding Mgmt For For
proposal to approve the compensation that
may be paid or may become payable to the
Company's named executive officers in
connection with the consummation of the
merger.
3. To approve a proposal to adjourn or Mgmt For For
postpone the special meeting to a later
date or time, if necessary or appropriate
as determined by the Company, to solicit
additional proxies if there are
insufficient votes at the time of the
special meeting or any adjournment or
postponement thereof to approve the merger
proposal.
--------------------------------------------------------------------------------------------------------------------------
WADDELL & REED FINANCIAL, INC. Agenda Number: 935337988
--------------------------------------------------------------------------------------------------------------------------
Security: 930059100
Meeting Type: Special
Meeting Date: 23-Mar-2021
Ticker: WDR
ISIN: US9300591008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to adopt the Agreement and Plan Mgmt For For
of Merger (as amended or supplemented from
time to time, the "merger agreement"), by
and among Waddell & Reed Financial, Inc.
(the "Company"), Macquarie Management
Holdings, Inc. ("Macquarie"), Merry Merger
Sub, Inc., and (solely for limited
purposes) Macquarie Financial Holdings Pty
Ltd, pursuant to which, among other things,
Merger Sub will be merged with and into the
Company (the "merger"), with the Company
surviving the merger as a wholly-owned
subsidiary of Macquarie.
2. A proposal to approve, by a non-binding Mgmt For For
advisory vote, the compensation that may be
paid or become payable to the Company's
principal executive officer, principal
financial officer and three most highly
compensated executive officers other than
the principal executive officer and
principal financial officer that is based
on or otherwise relates to the merger and
the other transactions contemplated by the
merger agreement.
3. A proposal to adjourn the special meeting Mgmt For For
to a later date or time, if necessary or
appropriate, to solicit additional proxies
in favor of the proposal to adopt the
merger agreement if there are insufficient
votes at the time of the special meeting to
approve the proposal to adopt the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
WILLIS TOWERS WATSON PLC Agenda Number: 935249234
--------------------------------------------------------------------------------------------------------------------------
Security: G96629103
Meeting Type: Special
Meeting Date: 26-Aug-2020
Ticker: WLTW
ISIN: IE00BDB6Q211
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Ordinary Resolution to approve the scheme, Mgmt For For
as described in the joint proxy statement,
in its original form or with or subject to
any modification(s), addition(s) or
condition(s) approved or imposed by the
High Court of Ireland, and to authorize the
directors of WTW to take all such actions
as they consider necessary or appropriate
for carrying the scheme into effect.
2. Special Resolution to amend the Mgmt For For
constitution of WTW, referred to as the
"WTW Constitution," so that any WTW Shares
that are issued on or after the WTW Voting
Record Time will either be subject to the
terms of the scheme or will be immediately
and automatically acquired by Aon for the
scheme consideration.
3. Ordinary Resolution to approve, on a Mgmt For For
non-binding, advisory basis, specified
compensatory arrangements between WTW and
its named executive officers relating to
the transaction.
4. Ordinary Resolution to approve any motion Mgmt For For
by the chairman of the WTW EGM to adjourn
the WTW EGM, or any adjournments thereof,
to solicit additional proxies in favour of
the approval of the resolutions if there
are insufficient votes at the time of the
WTW EGM to approve resolutions 1 and 2.
--------------------------------------------------------------------------------------------------------------------------
WILLIS TOWERS WATSON PLC Agenda Number: 935249246
--------------------------------------------------------------------------------------------------------------------------
Security: G96629111
Meeting Type: Special
Meeting Date: 26-Aug-2020
Ticker:
ISIN: IE00B4XGY116
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the scheme, as described in the Mgmt For For
joint proxy statement, in its original form
or with or subject to any modification(s),
addition(s) or condition(s) approved or
imposed by the High Court of Ireland.
--------------------------------------------------------------------------------------------------------------------------
WILLIS TOWERS WATSON PLC Agenda Number: 935364973
--------------------------------------------------------------------------------------------------------------------------
Security: G96629103
Meeting Type: Annual
Meeting Date: 11-May-2021
Ticker: WLTW
ISIN: IE00BDB6Q211
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Anna C. Catalano Mgmt For For
1B. Election of Director: Victor F. Ganzi Mgmt For For
1C. Election of Director: John J. Haley Mgmt For For
1D. Election of Director: Wendy E. Lane Mgmt For For
1E. Election of Director: Brendan R. O'Neill Mgmt For For
1F. Election of Director: Jaymin B. Patel Mgmt For For
1G. Election of Director: Linda D. Rabbitt Mgmt For For
1H. Election of Director: Paul D. Thomas Mgmt For For
1I. Election of Director: Wilhelm Zeller Mgmt For For
2. Ratify, on an advisory basis, the Mgmt For For
appointment of (i) Deloitte & Touche LLP to
audit our financial statements and (ii)
Deloitte Ireland LLP to audit our Irish
Statutory Accounts, and authorize, in a
binding vote, the Board, acting through the
Audit Committee, to fix the independent
auditors' remuneration.
3. Approve, on an advisory basis, the named Mgmt For For
executive officer compensation.
4. Renew the Board's existing authority to Mgmt For For
issue shares under Irish law.
5. Renew the Board's existing authority to opt Mgmt For For
out of statutory pre-emption rights under
Irish law.
--------------------------------------------------------------------------------------------------------------------------
WRIGHT MEDICAL GROUP N V Agenda Number: 935282094
--------------------------------------------------------------------------------------------------------------------------
Security: N96617118
Meeting Type: Annual
Meeting Date: 28-Oct-2020
Ticker: WMGI
ISIN: NL0011327523
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Appointment of Robert J. Palmisano for Mgmt For For
executive director. Mark "For" to appoint
Palmisano.
1B. Appointment of David D. Stevens for Mgmt For For
non-executive director. Mark "For" to
appoint Stevens.
1C. Appointment of Gary D. Blackford for Mgmt For For
non-executive director. Mark "For" to
appoint Blackford.
1D. Appointment of J. Patrick Mackin for Mgmt For For
non-executive director. Mark "For" to
appoint Mackin.
1E. Appointment of John L. Miclot for Mgmt For For
non-executive director. Mark "For" to
appoint Miclot.
1F. Appointment of Kevin C. O'Boyle for Mgmt For For
non-executive director. Mark "For" to
appoint O'Boyle.
1G. Appointment of Amy S. Paul for Mgmt For For
non-executive director. Mark "For" to
appoint Paul.
1H. Appointment of Richard F. Wallman for Mgmt For For
non-executive director. Mark "For" to
appoint Wallman.
1I. Appointment of Elizabeth H. Weatherman for Mgmt For For
non-executive director. Mark "For" to
appoint Weatherman.
2. Ratification of the appointment of KPMG LLP Mgmt For For
as our independent registered public
accounting firm for the fiscal year ending
December 27, 2020.
3. Appointment of KPMG N.V. as the auditor for Mgmt For For
our Dutch statutory annual accounts for the
fiscal year ending December 27, 2020.
4. Adoption of our Dutch statutory annual Mgmt For For
accounts for the fiscal year ended December
29, 2019.
5. Release of each member of our board of Mgmt For For
directors from liability with respect to
the exercise of his or her duties during
the fiscal year ended December 29, 2019.
6. Renewal of the authority of our board of Mgmt For For
directors to repurchase up to 10% of our
issued share capital (including depositary
receipts issued for our shares) until April
28, 2022 on the open market, through
privately negotiated transactions or in one
or more selftender offers for a price per
share (or depositary receipt) not less than
the nominal value of a share and not higher
than 110% of the market price of a share
(or depositary receipt) at the time of the
transaction.
7. Renewal of the authority of our board of Mgmt For For
directors to issue ordinary shares or grant
rights to subscribe for ordinary shares up
to 20% of our issued and outstanding shares
at the time of the issue until October 28,
2022.
8. Renewal of the authority of our board of Mgmt For For
directors to resolve to exclude or restrict
our shareholders' pre-emptive rights under
Dutch law with respect to the ordinary
shares and rights to subscribe therefor
that the board of directors may issue or
grant pursuant to the authority in agenda
item 7 above until October 28, 2022.
9. Approval, on an advisory basis, of our Mgmt For For
executive compensation.
--------------------------------------------------------------------------------------------------------------------------
XILINX, INC. Agenda Number: 935346735
--------------------------------------------------------------------------------------------------------------------------
Security: 983919101
Meeting Type: Special
Meeting Date: 07-Apr-2021
Ticker: XLNX
ISIN: US9839191015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to adopt the Agreement and Plan of Mgmt For For
Merger, dated October 26, 2020, as it may
be amended from time to time, which is
referred to as the "merger agreement,"
among Advanced Micro Devices, Inc., which
is referred to as "AMD," Thrones Merger
Sub, Inc., a wholly owned subsidiary of
AMD, which is referred to as "Merger Sub,"
and Xilinx, which proposal is referred to
as the "Xilinx merger proposal".
2. Proposal to approve, on a non-binding Mgmt For For
advisory basis, the compensation that may
be paid or become payable to Xilinx's named
executive officers that is based on or
otherwise relates to the transactions
contemplated by the merger agreement, which
proposal is referred to as the "Xilinx
compensation proposal".
3. Proposal to approve the adjournment of the Mgmt For For
Xilinx special meeting, if necessary or
appropriate, to solicit additional proxies
if there are insufficient votes at the time
of the Xilinx special meeting to approve
the Xilinx merger proposal or to ensure
that any supplement or amendment to the
accompanying joint proxy
statement/prospectus is timely provided to
Xilinx stockholders, which proposal is
referred to as the "Xilinx adjournment
proposal".
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) The Merger Fund
By (Signature) /s/ Roy Behren
Name Roy Behren
Title Managing Member
Date 08/11/2021