| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 7, 2021, Decarbonization Plus Acquisition Corporation III, a Delaware corporation (the “Company”), convened a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the final proxy statement/prospectus (File No. 333-258681) filed by the Company with the U.S. Securities and Exchange Commission on November 10, 2021.
There were 43,750,000 shares of common stock issued and outstanding at the close of business on October 29, 2021, the record date (the “Record Date”) for the Special Meeting. At the Special Meeting, there were 27,884,608 shares present either by proxy or online, representing approximately 63.73% of the total outstanding shares of the Company’s common stock as of the Record Date.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - The Business Combination Proposal
The Business Combination Agreement and Plan of Reorganization, dated as of June 15, 2021 (as amended by the First Amendment to the Business Combination Agreement dated October 12, 2021, the “Business Combination Agreement”), by and among the Company, DCRB Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Solid Power, Inc., a Colorado corporation (“Solid Power”), was approved and adopted, and the merger and all other transactions contemplated by the Business Combination Agreement were approved. The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
| 27,870,643 | | 8,427 | | 5,538 |
Proposal No. 2 - The Authorized Share Charter Proposal
The amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of the Company’s capital stock, par value $0.0001 per share, from 271,000,000 shares, consisting of (a) 270,000,000 shares of common stock, including 250,000,000 shares of Class A common stock (the “Class A Common Stock”) and 20,000,000 shares of Class B common stock (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock, to 2,200,000,000 shares, consisting of (i) 2,000,000,000 shares of common stock, par value $0.0001, and (ii) 200,000,000 shares of preferred stock, was approved. The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
| 25,875,862 | | 1,964,624 | | 44,122 |
Proposal No. 3 - The Additional Charter Proposal
The amendment to the Charter to (i) eliminate provisions in the Charter relating to the Company’s initial business combination that will no longer be applicable to the Company following the closing of the business combination (the “Closing”); (ii) change the post-combination company’s name to “Solid Power, Inc.” (iii) change the minimum stockholder vote required to amend, repeal or modify certain specified provisions of the Company’s proposed second amended and restated certificate of incorporation (the “Proposed Second A&R Charter”) or any provision inconsistent with any provision of the post-combination company’s amended and restated bylaws; (iv) provide for the removal of a director only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote thereon; (v) remove the right of holders of Class B Common Stock to act by written consent; and (vi) remove the designation of certain courts as the exclusive forum for certain types of stockholder claims was approved. The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
| 27,486,948 | | 380,036 | | 17,624 |
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