| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 15, 2021, Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), convened a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the Definitive Proxy Statement on Schedule 14A (File No. 001-39632) filed by the Company with the U.S. Securities and Exchange Commission on June 21, 2021.
There were 28,215,627 shares of common stock issued and outstanding at the close of business on June 1, 2021, the record date (the “Record Date”) for the Special Meeting. At the Special Meeting, there were 17,921,054 shares present either by proxy or online, representing approximately 63.48% of the total outstanding shares of the Company’s common stock as of the Record Date.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - The Business Combination Proposal
The Business Combination Agreement and Plan of Reorganization, dated as of February 8, 2021 (the “Business Combination Agreement”), by and among the Company, DCRB Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Hyzon Motors Inc., a Delaware corporation (“Hyzon”), was approved and adopted, and the merger and all other transactions contemplated by the Business Combination Agreement were approved. The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
16,991,639 | | 908,097 | | 12,318 |
Proposal No. 2 - The Authorized Share Charter Proposal
The amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (a) increase to the number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), from 250,000,000 shares to 400,000,000 shares and (b) increase the number of authorized shares of the Company’s preferred stock, par value $0.0001 per share, from 1,000,000 shares to 10,000,000 shares was approved. The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
16,590,438 | | 1,152,019 | | 169,597 |
Proposal No. 3 - The Additional Charter Proposal
The amendment to the Charter to eliminate provisions in the Charter relating to the Company’s initial business combination that will no longer be applicable to the Company following the closing of the business combination, change the post-combination company’s name to “Hyzon Motors Inc.” and make certain other changes that the board of directors of the Company deems appropriate for a public operating company was approved. The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
16,939,921 | | 921,510 | | 50,623 |
Proposal No. 4 - The Nasdaq Proposal
The proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Capital Market, (a) the issuance (or reservation for issuance in respect of certain options, restricted stock units, and warrants issued in exchange for outstanding pre-merger options, restricted stock units, and warrants of Hyzon) of 202,285,035 shares of Class A Common Stock, (b) the issuance and sale of 35,500,000 shares of Class A Common Stock in the private offering of securities to certain investors and (c) the issuance of up to 5,025,108 shares of Class A Common Stock to the holders of convertible notes of Hyzon in connection with the business combination was approved. The voting results were as follows:
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