| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appoint of Certain Officers; Compensatory Arrangements of Certain Officers |
At the special meeting of stockholders of Dave Inc. (the “Company”) held on December 13, 2022 (the “Special Meeting”), the stockholders of the Company approved the amendment and restatement of the Dave Inc. 2021 Equity Incentive Plan (the “EIP”) to (i) increase the number of shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) issuable thereunder from 41,774,592, which includes the initial share reserve and the automatic annual increases, to 86,715,222 and (ii) clarify that the number of outstanding shares for the purposes of calculating the annual automatic share increases will be based on the aggregate total of the Class A Common Stock and the Class V Common Stock, par value $0.0001 per share (“Class V Common Stock,” and together with the Class A Common Stock, “Common Stock”) (the “EIP Amendment Proposal”).
The foregoing description of the EIP does not purport to be complete and is qualified in its entirety by reference to the full text of the EIP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Special Meeting, the following proposals were submitted to the stockholders of the Company:
Proposal 1: The approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”), to, at the discretion of the Board of Directors (the “Board”), effect a reverse stock split with respect to the issued and outstanding Common Stock, and any Common Stock held by the Company as treasury shares, at any time prior to December 31, 2023, at a ratio of 1-for-5 to 1-for-50 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board without further approval or authorization of the stockholders (the “Reverse Stock Split”) and included in a public announcement (the “Reverse Stock Split Proposal”).
Proposal 2: The approval of an amendment and restatement of the EIP to (i) increase the number of shares of Class A Common Stock issuable thereunder from 41,774,592, which includes the initial share reserve and the automatic annual increases, to 86,715,222, prior to the Reverse Stock Split taking effect, and (ii) make administrative changes to clarify that the number of outstanding shares for purposes of calculating the automatic share increase will be based on the aggregate total of the Class A Common Stock and the Class V Common Stock.
For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 21, 2022 (the “Proxy Statement”). Of the 378,106,839 shares of the Company’s common stock entitled to vote at the Special Meeting, 291,691,989 shares, or approximately 77.1% were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Reverse Stock Split Authorization.
The Company’s stockholders approved the Reverse Stock Split Proposal. The votes regarding this proposal were as follows:
| | | | |
Votes For | | Votes Against | | Votes Abstaining |
721,920,285 | | 5,477,555 | | 349,900 |
