| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described below under Item 5.07 of this Current Report on Form 8-K, on June 10, 2021, VG Acquisition Corp. (“VGAC”) convened its extraordinary general meeting (the “Special Meeting”) to approve, among other things, the previously announced business combination with 23andMe, Inc., a Delaware corporation (“23andMe”).
At the Special Meeting, the Company’s shareholders approved, among other items, the 23andMe Holding Co. 2021 Incentive Equity Plan (the “Incentive Plan”) and the 23andMe Holding Co. Employee Stock Purchase Plan (the “Stock Plan”). A description of the material terms of each of the Incentive Plan and Stock Plan is included in the Company’s definitive proxy statement/consent solicitation statement/prospectus filed by VGAC with the Securities and Exchange Commission on May 17, 2021 (the “Proxy Statement”), which descriptions are incorporated herein by reference. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Incentive Plan and Stock Plan, which are attached as Annex K and Annex L, respectively, to the Proxy Statement and are also incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Special Meeting was held on June 10, 2021 to consider and vote upon certain proposals related to the Agreement and Plan of Merger, dated as of February 4, 2021, as amended on February 13, 2021 and March 25, 2021 (the “Merger Agreement”), by and among VGAC, Chrome Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC (“Merger Sub”) and 23andMe, pursuant to which, among other things, on the terms and subject to the conditions set forth therein, following the deregistration of VGAC as an exempted company in the Cayman Islands and the continuation and domestication of VGAC as a corporation in the State of Delaware with the name “23andMe Holding Co.”, Chrome Merger Sub, Inc. will merge with and into 23andMe, with 23andMe as the surviving company in the merger and, after giving effect to such merger, 23andMe will be a wholly owned subsidiary of VGAC.
There were 50,855,000 Class A ordinary shares and 12,713,750 Class B ordinary shares of VGAC outstanding as of May 5, 2021, the record date for the Special Meeting. At the Special Meeting, the holders of 22,064,596 Class A ordinary shares and 12,713,750 Class B ordinary shares were represented in person or by proxy, representing approximately 54.71% of the total ordinary shares of VGAC, which constituted a quorum.
Set forth below are the proposals voted upon at the Special Meeting (each of which is described in the Proxy Statement) and the final voting results.
| 1. | Approve by ordinary resolution VGAC’s entry into the Merger Agreement, a copy of which is attached to the Proxy Statement as Annex A, pursuant to which, among other things, following the de-registration of VGAC as an exempted company in the Cayman Islands and the continuation and domestication of VGAC as a corporation in the State of Delaware with the name “23andMe Holding Co.,” (“New 23andMe”) (a) Merger Sub will merge with and into 23andMe (the “Merger”), with 23andMe as the surviving company in the Merger and, after giving effect to such Merger, 23andMe shall be a wholly owned direct subsidiary of VGAC, and (b) in accordance with the terms and subject to the conditions of the Merger Agreement, at the time at which the Merger becomes effective (the “Effective Time”), based on an implied equity value of $3.6 billion, (i) each share of 23andMe Class A common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of shares of Class A common stock, par value $0.0001 per share, of New 23andMe (the “New 23andMe Class A Common Stock”), as determined in the Merger Agreement (the “Share Conversion Ratio”), (ii) each share of 23andMe Class B common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of shares of Class B common stock, par value $0.0001 per share, of New 23andMe (the “New 23andMe Class B Common Stock”), as determined pursuant to the Share Conversion Ratio, (iii) each share of 23andMe preferred stock will be converted into shares of 23andMe Class B common stock immediately prior to the consummation of the Merger and such shares of 23andMe Class B common stock will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New 23andMe Class B Common Stock, as determined pursuant to the Share Conversion Ratio, and (iv) each outstanding option to purchase 23andMe Class A Common Stock and 23andMe Class B Common Stock (whether vested or unvested) will be assumed by VGAC and converted into comparable options that are exercisable for shares of New 23andMe Class A Common Stock, with a value determined in accordance with the Share Conversion Ratio (and, with regard to options that are intended to qualify as “incentive stock options” under Section 422 of the Code, in a manner compliant with Section 424(a) of the Code). The implied equity value of $3.6 billion includes the value of the options exercisable for shares of New 23andMe Class A Common Stock that are issued in respect of vested options to purchase 23andMe Class A Common Stock and 23andMe Class B Common Stock but excludes the value of the options exercisable for shares of New 23andMe Class A Common Stock that are issued in respect of unvested options to purchase 23andMe Class A Common Stock and 23andMe Class B Common Stock. |
