| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 8, 2023, Astra Space, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders, at which stockholders of the Company voted on proposals to (i) elect Michèle Flournoy, Michael Lehman, and Lisa Nelson to serve as Class III directors for a term expiring at the 2026 Annual Meeting of Stockholders; (ii) approve the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split of all of the outstanding shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”) at a ratio in the range of 1-for-5 to 1-for-15, with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse stock split to be determined by the Board of Directors, in its discretion, but no later than June 8, 2024 (the “Reverse Stock Split Proposal”); (iii) approve the following actions with respect to the existing performance stock options granted to Chris Kemp, Adam London and Martin Attiq under the Astra Space, Inc. 2021 Omnibus Incentive Plan (the “Existing PSOs”), exercisable for an aggregate of 9,762,133 shares of Astra Space, Inc.’s Class A Common Stock and which relate to the Company’s long term incentive plan for executives: (a) terminate the Existing PSOs effective as of the date of the 2023 Annual Meeting of Stockholders; and (b) authorize the Compensation Committee to grant to each of Mr. Kemp, Dr. London and Mr. Attiq new performance stock options (the “New PSOs”) with the following parameters: (1) the New PSOs will have an exercise price equal to the fair market value of a share of Class A Common Stock on the date of grant; (2) the number of shares of Class A Common Stock to which the New PSOs will be exercisable shall not exceed 4.0 million shares for Mr. Kemp and 1.0 million shares for each of Dr. London and Mr. Attiq, subject to adjustment if the Reverse Stock Split Proposal is approved; (3) vesting of the New PSOs will occur over a period of two to five years from the date of grant; and (4) vesting shall be subject to performance metrics, in the case of clauses (1) through (4) with the final decision as to the terms of such New PSOs to be determined by the Compensation Committee in its discretion, following stockholder approval, but not later than July 31, 2023 (the “LTIP Proposal”); (iv) approve an amendment to the Company’s 2021 Omnibus Incentive Plan, as amended (the “Plan”), to increase the number of shares of Class A Common Stock authorized for issuance under the Plan by (a) 237,867 shares, if the stockholders approve the LTIP Proposal, or (b) 4,000,000 shares, if the stockholders do not approve the LTIP Proposal (the “Omnibus Plan Proposal”); and (v) ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year (the “PwC Ratification Proposal”).
The Company has two classes of common stock and holders of each class of common stock as of April 10, 2023 (the “record date”) were entitled to vote at the 2023 Annual Meeting of Stockholders, except that the holders of the Class B Common Stock (Mr. Kemp and Dr. London) and Mr. Kemp, Dr. London and Mr. Attiq (with respect to any shares of Class A Common Stock held by them) were not entitled to vote on the LTIP Proposal since the Company’s Board of Directors had determined that such persons have an interest in the LTIP Proposal. Each issued and outstanding share of Class A Common Stock as of the record date was entitled to one vote and each issued and outstanding share of Class B Common Stock as of the record date was entitled to 10 votes on each of the foregoing proposals (except with respect to the LTIP Proposal where the holders of Class B Common Stock and Mr. Kemp, Dr. London and Mr. Attiq (with respect to any shares of Class A Common Stock held by them) were not entitled to vote thereon). There were 136,797,415 shares of the Company’s Class A Common Stock and 55,539,188 shares of the Company’s Class B Common Stock represented either in person or by proxy at the meeting (which represented 89.81% of the total voting power of the Company), thereby constituting a quorum.
The final voting results for each of these proposals are as follows:
Election of Class III Directors (Proposal 1): The stockholders elected each of Michèle Flournoy, Michael Lehman, and Lisa Nelson as Class III directors of the Company to serve until the 2026 Annual Meeting of Stockholders with the following votes:
Michèle Flournoy
Total of Class A Common Stock and Class B Common Stock:
| | | | |
Votes For | | Withhold | | Broker Non-Votes |
| 603,393,318 | | 12,839,466 | | 75,956,511 |
Class A Common Stock only:
| | | | |
Votes For | | Withhold | | Broker Non-Votes |
| 48,001,438 | | 12,839,466 | | 75,956,511 |
Class B Common Stock only:
| | | | |
Votes For | | Withhold | | Broker Non-Votes |
| 555,391,880 | | 0 | | N/A |
