Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 14, 2021, Empower Ltd. (the “Company” or, after giving effect to the business combination, “New Holley”) held an extraordinary meeting in lieu of the 2021 annual meeting of shareholders (the “Extraordinary Meeting”) as a virtual meeting, conducted via live webcast, in connection with the proposed business combination by and among the Company, Empower Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), Empower Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub II”), and Holley Intermediate Holdings, Inc., a Delaware corporation (“Holley”), as described in the Company’s proxy statement/prospectus filed with the U.S. Securities and Exchange Commission and mailed to shareholders on June 24, 2021 (the “Proxy Statement”). Each proposal (individually a “Proposal” and, collectively, the “Proposals”) voted upon at the Extraordinary Meeting and the final voting results are indicated below. Each Proposal voted on at the Extraordinary Meeting is described in detail in the Proxy Statement.
As of the close of business on June 7, 2021, the record date for the Extraordinary Meeting, there were approximately 25,000,000 class A ordinary shares, par value $0.0001 per share (the “Empower Class A Share”), and 6,250,000 class B ordinary shares, par value $0.0001 per share (the “Empower Class B Share”, and together with the Empower Class A Share, the “Empower Ordinary Shares”), outstanding. A total of 24,230,210 Empower Ordinary Shares, representing approximately 77.54% of the outstanding Empower Ordinary Shares entitled to vote, were present in person or by proxy, constituting a quorum.
1. The Business Combination Proposal – Proposal to adopt the Merger Agreement, dated as of March 11, 2021 (as it may be amended from time to time, the “Merger Agreement”) by and among the Company, Merger Sub I, Merger Sub II and Holley, and approve the transactions contemplated thereby, including, the merger of Merger Sub I with and into Holley (“Company Merger I”), with Holley surviving Company Merger I as a wholly owned subsidiary of the Company, followed by the merger of Holley with and into Merger Sub II (“Company Merger II”) with Merger Sub II surviving Company Merger II as a wholly owned subsidiary of the Company (the “Mergers”), in accordance with the terms and subject to the conditions of the Merger Agreement (Empower Class A Share and Empower Class B Share, voting together as a single class):
| | | | | | | | | | | | |
Proposal No. | | Empower
Ordinary Shares
Votes For | | | Empower
Ordinary Shares
Votes Against | | | Empower
Ordinary Shares
Abstentions | |
1. | | | 22,541,068 | | | | 1,656,711 | | | | 32,431 | |
The Business Combination Proposal was approved, having received “for” votes from holders of at least 93.15% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.
2. The Redomestication Proposal – Proposal to approve by special resolution the change of the Company’s jurisdiction of incorporation by continuing and 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”) (Empower Class A Share and Empower Class B Share, voting together as a single class):
| | | | | | | | | | | | |
Proposal No. | | Empower
Ordinary Shares
Votes For | | | Empower
Ordinary Shares
Votes Against | | | Empower
Ordinary Shares
Abstentions | |
2. | | | 78,790,748 | | | | 1,656,711 | | | | 32,751 | |
The Redomestication Proposal was approved, having received “for” votes from holders of at least 97.94% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.
3. The Non-Binding Organizational Documents Proposals – Proposals with respect to the replacement of Empower’s Amended and Restated Memorandum and Articles of Association, as amended from time to time (the “Cayman Constitutional Documents”), with the Certificate of Incorporation of New Holley (the “Proposed Charter”) and the Bylaws of New Holley (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) following the Domestication, each to be voted upon separately on a non-binding advisory basis.
