| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 28, 2021, Nebula Caravel Acquisition Corp., a Delaware corporation (“Caravel”) held a special meeting of stockholders via remote communication (the “Special Meeting”) in connection with the proposed Business Combination Agreement and Plan of Merger (as amended, modified or supplemented in accordance with the terms thereof, the “Business Combination Agreement”), dated as of February 10, 2021, by and among Caravel, Fetch Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Caravel (“Merger Sub”), and A Place for Rover, Inc., a Delaware corporation (“Rover”), providing for, among other things, and subject to the terms and conditions therein, a business combination between Caravel and Rover as described in the prospectus/proxy statement/information statement filed by the Company with the Securities and Exchange Commission on July 9, 2021 (the “Proxy Statement”) pursuant to which, among other things, (i) Merger Sub will merge with and into Rover, the separate corporate existence of Merger Sub will cease and Rover will continue as the surviving corporation in the merger and a wholly-owned subsidiary of Caravel and (ii) Caravel will change its name to “Rover Group, Inc.” Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Proxy Statement.
As of the close of business on July 8, 2021, the record date for the Special Meeting, there were 34,375,000 shares of the Company’s common stock, par value $0.001 per share, (“Common Stock”) outstanding and entitled to vote, of which the holders of 25,910,042 shares of Common Stock were present or represented by proxy at the Special Meeting, which number constituted a quorum.
At the Special Meeting, Caravel’s stockholders approved the Business Combination Proposal, the Governing Documents Proposal, the Governance Proposal, the Change in Authorized Shares Proposal, the Required Vote to Amend the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, and the Director Election Plan Proposal (together, the “Proposals”), in each case as defined and described in greater detail in the Proxy Statement.
Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders of the Company at the Special Meeting:
Proposal 1: The Business Combination Proposal.
A proposal to adopt the Business Combination Agreement and approve the transactions contemplated thereby.
| | | | |
| Votes Cast For | | Votes Cast Against | | Abstentions |
| 24,405,979 | | 1,503,613 | | 450 |
Proposal 2: The Governing Documents Proposal.
A proposal to approve and adopt the amended and restated certificate of incorporation of Caravel.
| | | | |
| Votes Cast For | | Votes Cast Against | | Abstentions |
| 24,403,689 | | 1,505,571 | | 782 |
Proposal 3: The Governance Proposal.
Proposals to vote on, on a non-binding advisory basis, certain governance provisions in the amended and restated certificate of incorporation presented separately in accordance with the United States Securities and Exchange Commission Requirements:
Proposal 3A: Change in Authorized Shares.
To approve an increase of Caravel’s total number of authorized shares of all classes of capital stock from 221,000,000 shares to 1,000,000,000 shares, which would consist of (i) increasing the authorized Class A Common Stock from 200,000,000 shares to 990,000,000 shares, (ii) increasing the authorized Preferred Stock from 1,000,000 shares to 10,000,000 shares and (iii) eliminating the Caravel Class B common stock.
2
