Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 23, 2019, in connection with the Extraordinary General Meeting held on October 23, 2019, shareholders of Social Capital Hedosophia Holdings Corp.’s (“SCH”) approved by ordinary resolution and adopted the VGH, Inc. 2019 Incentive Award Plan (the “2019 Plan”), which makes available a number of shares equal to (i) 10% of the sum of (A) the total number of issued and outstanding shares of common stock of Virgin Galactic Holdings, Inc. (“VGH, Inc.”) as of the consummation of the Mergers (as defined below) (the “Closing”), plus (B) the number of shares of VGH common stock covered by the restricted stock units granted to certain members of the board of directors of SCH in connection with the Business Combination (as defined below), plus (ii) the number of shares of VGH common stock covered by such restricted stock unit awards. A summary of the 2019 Plan is included in our definitive Proxy Statement (the “Definitive Proxy”) for the Extraordinary General Meeting filed with the Securities and Exchange Commission (the “Commission”) on October 10, 2019 and is incorporated by reference, which summary is qualified in all respects by the full text of the 2019 Plan, included as Annex C to the Definitive Proxy.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Extraordinary General Meeting, 61,352,156 holders of SCH’s ordinary shares, which represented 74.39% of the ordinary shares outstanding and entitled to vote as of the record date of September 16, 2019, were represented in person or by proxy. The final voting results for each matter submitted to a vote of the SCH shareholders at the Extraordinary General Meeting are set forth below:
Approval of the BCA Proposal
The shareholders approved by ordinary resolution adoption of the Agreement and Plan of Merger, dated as of July 9, 2019, as amended on October 2, 2019 (the “Merger Agreement”), by and among SCH, Vieco 10 Limited, a company limited by shares under the laws of the British Virgin Islands (“V10”), Vieco USA, Inc., a Delaware corporation and wholly owned subsidiary of V10 (“Vieco US”), Foundation Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of SCH (“Merger Sub A”), Foundation Sub 2, Inc., a Delaware corporation and a direct wholly owned subsidiary of SCH (“Merger Sub B”), Foundation Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of SCH (“Merger Sub LLC” and, collectively with Merger Sub A and Merger Sub B, the “Merger Subs”), TSC Vehicle Holdings, Inc., a Delaware corporation and an indirect wholly owned subsidiary of V10 (“Company A”), Virgin Galactic Vehicle Holdings, Inc., a Delaware corporation and an indirect wholly owned subsidiary of V10 (“Company B”), and VGH, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of V10 (“Company LLC” and, collectively with Company A and Company B, the “VG Companies” and, together with V10, “VG”). The Merger Agreement provides for, among other things, the merger of: (x) Merger Sub A with and into Company A, with Company A surviving the merger as a wholly owned subsidiary of VGH, Inc. (“Corp Merger A”), (y) Merger Sub B with and into Company B, with Company B surviving the merger as a wholly owned subsidiary of VGH, Inc. (“Corp Merger B”) and (z) Merger Sub LLC with and into Company LLC, with Company LLC surviving the merger as a wholly owned subsidiary of VGH, Inc. (the “LLC Merger” and, collectively with Corp Merger A and Corp Merger B, the “Mergers”), in each case, in accordance with the terms and subject to the conditions of the Merger Agreement (the “BCA Proposal”). The results of the shareholders vote with respect to the BCA Proposal were as follows:
| | | | | | | | | | | | | | |
| Votes For | | | Votes Against | | | Abstentions | | | Broker
Non-Votes | |
| | 58,700,121 | | | | 2,547,135 | | | | 107,700 | | | | N/A | |
Approval of the Domestication Proposal
The shareholders approved by 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”) (the “Domestication Proposal”). The results of the shareholders vote with respect to the Domestication Proposal were as follows:
| | | | | | | | | | | | | | |
| Votes For | | | Votes
Against | | | Abstentions | | | Broker
Non-Votes | |
| | 57,702,295 | | | | 3,547,467 | | | | 105,194 | | | | N/A | |
