UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-10401
NAME OF REGISTRANT: Trust for Professional Managers
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 615 East Michigan Street
Milwaukee, WI 53202
NAME AND ADDRESS OF AGENT FOR SERVICE: Jay Fitton
U.S. Bancorp Fund Services,
LLC
615 East Michigan Street
Milwaukee, WI 53202
REGISTRANT'S TELEPHONE NUMBER: 513-629-8104
DATE OF FISCAL YEAR END: 09/30
DATE OF REPORTING PERIOD: 07/01/2021 - 06/30/2022
CrossingBridge Low Duration High Yield Fund
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890 5TH AVENUE PARTNERS, INC. Agenda Number: 935523717
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Security: 28250A105
Meeting Type: Special
Meeting Date: 02-Dec-2021
Ticker: ENFA
ISIN: US28250A1051
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - to Mgmt For For
adopt the agreement and plan of merger and
transactions contemplated thereby.
2. The Organizational Documents Proposal - to Mgmt For For
approve the proposed amended and restated
certificate of incorporation and bylaws.
3A. Advisory Charter Amendment Proposal A - to Mgmt For For
change 890's name to "BuzzFeed, Inc.".
3B. Advisory Charter Amendment Proposal B - to Mgmt For For
increase the total number of authorized
shares of all classes of capital stock.
3C. Advisory Charter Amendment Proposal C - to Mgmt For For
eliminate certain provisions specific to
890's status as a blank check company.
3D. Advisory Charter Amendment Proposal D - to Mgmt For For
create a classified Board with three
classes, each serving for a three-year
term.
3E. Advisory Charter Amendment Proposal E - to Mgmt For For
eliminate the rights and privileges of
Class F common stock.
3F. Advisory Charter Amendment Proposal F - to Mgmt For For
create a class B common stock with
different super-voting rights.
3G. To create a Class C common stock with no Mgmt For For
voting rights.
3H. Advisory Charter Amendment Proposal H - to Mgmt For For
eliminate the ability of stockholders to
act by written consent.
3I. Advisory Charter Amendment Proposal I - to Mgmt For For
remove the provision renouncing the
corporate opportunity doctrine.
3J. Advisory Charter Amendment Proposal J - to Mgmt For For
require a supermajority vote to remove
directors for cause.
3K. Advisory Charter Amendment Proposal K - to Mgmt For For
increase voting thresholds to two-thirds of
outstanding shares for amendments to the
bylaws and certain provisions of the
certificate of incorporation.
3L. Advisory Charter Amendment Proposal L - to Mgmt For For
require at least 75% of voting power of
Class A and Class B common stock to amend
certain provisions of the proposed
certificate of incorporation.
4. The Stock Issuance Proposal - to approve Mgmt For For
the issuance of shares pursuant to the
Merger Agreement, C Acquisition Purchase
Agreement, and Note Subscription
Agreements.
5A. Election of Class I Nominee a term that Mgmt For For
expires at New BuzzFeed's 2022 annual
meeting of stockholders: Angela Acharia
5B. Election of Class I Nominee a term that Mgmt For For
expires at New BuzzFeed's 2022 annual
meeting of stockholders: Jonah Peretti
5C. Election of Class II Nominee a term that Mgmt For For
expires at New BuzzFeed's 2023 annual
meeting of stockholders: Joan Amble
5D. Election of Class II Nominee a term that Mgmt For For
expires at New BuzzFeed's 2023 annual
meeting of stockholders: Adam Rothstein
5E. Election of Class II Nominee a term that Mgmt For For
expires at New BuzzFeed's 2023 annual
meeting of stockholders: Janet Rolle
5F. Election of Class III Nominee a term that Mgmt For For
expires at New BuzzFeed's 2024 annual
meeting of stockholders: Greg Coleman
5G. Election of Class III Nominee a term that Mgmt For For
expires at New BuzzFeed's 2024 annual
meeting of stockholders: Patrick Kerins
6. The Incentive Plan Proposal - to approve Mgmt For For
the 2021 equity incentive plan.
7. The Employee Stock Purchase Plan Proposal - Mgmt For For
to approve the 2021 employee stock purchase
plan.
8. The Adjournment Proposal - to approve the Mgmt For For
adjournment of the Special Meeting to a
later date, if necessary.
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ALKURI GLOBAL ACQUISITION CORP. Agenda Number: 935503361
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Security: 66981N103
Meeting Type: Special
Meeting Date: 20-Oct-2021
Ticker: KURI
ISIN: US66981N1037
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination proposal - to Mgmt For For
consider and vote upon a proposal to
approve and adopt the merger agreement, by
and among Alkuri, Babylon Holdings Limited,
Liberty USA Merger Sub, Inc., and, solely
for purposes of Section 1.08 of the Merger
Agreement, each of Alkuri Sponsors LLC and
Dr. Ali Parsadoust, pursuant to which,
among other things, Merger Sub will merger
with and into Alkuri, with Alkuri
continuing as the surviving corporation and
a wholly owned subsidiary of Babylon (the
"Business Combination").
2. The Equity Plans Proposal - to consider and Mgmt For For
vote upon a proposal to approve the Babylon
2021 Equity Incentive Plan.
3. The Adjournment Proposal - to consider and Mgmt For For
vote upon a proposal to adjourn the special
meeting to a later date or dates, if
necessary, if the parties are not able to
consummate the Business Combination.
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BULL HORN HOLDINGS CORP Agenda Number: 935526357
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Security: G1686P106
Meeting Type: Annual
Meeting Date: 16-Dec-2021
Ticker: BHSE
ISIN: VGG1686P1062
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Baron Davis Mgmt For For
Michael Gandler Mgmt For For
Jeff Wattenberg Mgmt For For
Doug Schaer Mgmt For For
2. To ratify the appointment of Marcum LLP as Mgmt For For
the Company's independent registered public
accounting firm for the fiscal year ending
December 31, 2021.
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BULL HORN HOLDINGS CORP. Agenda Number: 935600482
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Security: G1686P106
Meeting Type: Special
Meeting Date: 26-Apr-2022
Ticker: BHSE
ISIN: VGG1686P1062
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Proposal: To amend Bull Horn's Mgmt For For
Amended and Restated Memorandum and
Articles of Association to extend the date
that Bull Horn must consummate a business
combination to November 3, 2022, by
amending the Amended and Restated
Memorandum and Articles of Association to
delete the existing Regulation 23.2 thereof
and replacing it with the new Regulation
23.2 in the form set forth in Annex A of
the accompanying proxy statement.
2. Adjournment Proposal: To direct the Mgmt For For
chairman of the special meeting to adjourn
the special meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
special meeting, there are not sufficient
votes to approve the Extension Proposal.
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CERBERUS TELECOM ACQUISITION CORP. Agenda Number: 935486375
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Security: G2040C104
Meeting Type: Special
Meeting Date: 29-Sep-2021
Ticker: CTAC
ISIN: KYG2040C1042
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal to
approve the business combination described
in the proxy statement/prospectus,
including (a) adopting the Agreement and
Plan of Merger, dated as of March 12, 2021
(the "Merger Agreement"), by and among
Cerberus Telecom Acquisition Corporation
("CTAC"), King Pubco, Inc. ("Pubco"), a
Delaware corporation and wholly owned
subsidiary of Cerberus Telecom Acquisition
Holdings, LLC (the "Sponsor"), a Delaware
limited ...(due to space limits, see proxy
statement for full proposal).
2. The Cayman Merger Proposal - To consider Mgmt For For
and vote upon, as a special resolution, a
proposal to approve the Pubco Plan of
Merger attached to the proxy
statement/prospectus as Annex 1 and to
authorize the merger of CTAC with and into
LLC Merger Sub, with LLC Merger Sub
surviving the merger as a wholly owned
subsidiary of Pubco.
3A. Advisory Organizational Document Proposal A Mgmt For For
- To provide that Pubco's board of
directors will be a classified board of
directors with staggered, three-year terms.
3B. Advisory Organizational Document Proposal B Mgmt For For
- To eliminate the ability for any action
required or permitted to be taken by Pubco
common stockholders to be effected by
written consent.
3C. Advisory Organizational Document Proposal C Mgmt For For
- To increase the required stockholder vote
threshold to amend the bylaws of Pubco.
3D. Advisory Organizational Document Proposal D Mgmt For For
- To provide that the Court of Chancery of
the State of Delaware or, if such court
does not have subject matter jurisdiction
thereof, another state or federal court
located within the State of Delaware, shall
be the exclusive forum for certain actions
and claims.
4. The Incentive Plan Proposal - To consider Mgmt For For
and vote on a proposal to approve the Pubco
2021 Incentive Award Plan.
5. NYSE Proposal - To consider and vote upon a Mgmt For For
proposal in accordance with the applicable
provisions of Section 312.03 of the New
York Stock Exchange Listed Company Manual,
to issue more than 20% of the issued and
outstanding shares of Pubco Common Stock in
connection with the business combination,
including, without limitation, the PIPE
Investment (as described below).
6. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to adjourn the special
meeting to a later date or dates, if
necessary, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of the
business combination proposal, the Cayman
merger proposal, the advisory
organizational documents proposals, the
incentive plan proposal or the NYSE
proposal.
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EJF ACQUISITION CORP. Agenda Number: 935668408
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Security: G2955B109
Meeting Type: Special
Meeting Date: 17-Jun-2022
Ticker: EJFA
ISIN: KYG2955B1095
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Resolution - Mgmt For For
RESOLVED, as an ordinary resolution, that
EJF Acquisition Corp.'s ("EJFA") entry into
the Agreement and Plan of Merger, dated as
of September 15, 2021 (the "Merger
Agreement"), by and among EJFA, Pagaya
Technologies Ltd. ("Pagaya") and Rigel
Merger Sub Inc. ("Merger Sub"), a copy of
which is attached as Annex A to the proxy
statement/prospectus, pursuant to which,
among other things, Merger Sub will merge
with and into EJFA, with EJFA surviving
...(due to space limits, see proxy material
for full proposal).
2. The Merger Resolution - RESOLVED, as a Mgmt For For
special resolution, that the Plan of Merger
be authorized, approved and confirmed in
all respects, that EJFA be and is hereby
authorized to enter into the Plan of
Merger, and that the merger of Rigel Merger
Sub Inc. with and into EJFA, with EJFA
surviving the merger as a wholly- owned
subsidiary of Pagaya, be authorized,
approved and confirmed in all respects.
3. The Adjournment Resolution - RESOLVED, as Mgmt For For
an ordinary resolution, that the
adjournment of the Special Meeting to a
later date or dates be approved: (A) to the
extent necessary to ensure that any
required supplement or amendment to the
accompanying proxy statement/prospectus is
provided to shareholders, (B) in order to
solicit additional proxies from
shareholders in favor of one or more of the
proposals at the Special Meeting, or (C) to
seek withdrawals of redemption requests
from shareholders.
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GIGCAPITAL4, INC. Agenda Number: 935518956
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Security: 37518G101
Meeting Type: Special
Meeting Date: 03-Dec-2021
Ticker: GIG
ISIN: US37518G1013
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve and adopt the Agreement and Plan Mgmt For For
of Merger dated June 4, 2021, as amended on
August 6, 2021, and as it may be further
amended from time to time, the ("Merger
Agreement") by and among the Company,
GigCapital4 Merger Sub Corporation, a
Delaware corporation ("Merger Sub"),
BigBear.ai Holdings, LLC, a Delaware
limited liability company ("BigBear"), and
BBAI Ultimate Holdings, LLC, a Delaware
limited liability company, a copy of which
is attached to the proxy statement as Annex
A, and approve the transactions
contemplated thereby.
2. To approve, for purposes of complying with Mgmt For For
applicable Nasdaq listing rules, the
issuance of more than 20% of the Company's
outstanding GigCapital4 Common Stock in
connection with the Business Combination
and the Convertible Note Subscription
Agreements, including up to 123,710,000
shares of GigCapital4 Common Stock to
Ultimate as the sole equity holder of
BigBear, and 17,391,304 shares of
GigCapital4 Common Stock upon conversion of
the Convertible Notes.
3. To consider and vote upon a proposal to Mgmt For For
amend the Company's current amended and
restated certificate of incorporation (the
"Charter") to provide for the
classification of our board of directors
(our "Board") into three classes of
directors with staggered terms of office
and to make certain related changes.
4. To consider and vote upon a proposal to Mgmt For For
amend the Company's Charter to provide for
certain additional changes, including but
not limited to changing the Company's name
from "GigCapital4, Inc." to "BigBear.ai
Holdings, Inc." and eliminating certain
provisions specific to our status as a
blank check company.
5A. To approve the BigBear.ai Holdings, Inc. Mgmt For For
2021 Long-Term Incentive Plan (the "2021
Plan"), including the authorization of the
initial share reserve under the 2021 Plan.
5B. To approve the BigBear.ai Holdings, Inc. Mgmt For For
2021 Employee Stock Purchase Plan (the
"2021 ESPP"), including the authorization
of the initial share reserve under the 2021
ESPP.
6. To elect, effective at Closing, eleven Mgmt For For
directors to serve staggered terms on our
board of directors until the 2022, 2023 and
2024 annual meetings of stockholders,
respectively, and until their respective
successors are duly elected and qualified.
7. To approve, if necessary the adjournment of Mgmt For For
the Special Meeting to a later date or
dates to permit further solicitation and
votes of proxies in the event there are
insufficient votes for, or otherwise in
connection with, the approval of the
Business Combination Proposal, the Nasdaq
Stock Issuance Proposal, the Charter
Amendment Proposals, the Equity Plans
Proposals or the Election of Directors
Proposal. This proposal will only be
presented at the Special Meeting if there
are not sufficient votes to approve the
proposals.
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GLOBAL SPAC PARTNERS CO. Agenda Number: 935582468
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Security: G3934K103
Meeting Type: Special
Meeting Date: 11-Apr-2022
Ticker: GLSPT
ISIN: KYG3934K1031
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) The Extension Amendment Proposal - To Mgmt For For
amend, by way of special resolution, the
amended and restated Memorandum and
Articles of Association of Global SPAC
Partners Co. ("Global") to extend the date
by which Global has to consummate a
business combination from April 13, 2022 to
July 13, 2022 (or such earlier date as
determined by Global's Board of Directors).
2) The Adjournment Proposal - To instruct the Mgmt For For
chairman of the extraordinary general
meeting to adjourn the extraordinary
general meeting of Global shareholders to a
later date or dates, if necessary, to
permit further solicitation and vote of
Proxies if, based upon the tabulated vote
at the time of the special meeting, there
are not sufficient votes to approve the
Extension Amendment Proposal.
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GROWTH CAPITAL ACQUISITION CORP. Agenda Number: 935545650
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Security: 39986V107
Meeting Type: Special
Meeting Date: 09-Feb-2022
Ticker: GCAC
ISIN: US39986V1070
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
approve and adopt the Business Combination
Agreement, dated as of August 4, 2021 (as
amended by the Amendment to the Business
Combination Agreement, dated as of January
21, 2022, and as it may be further amended
or supplemented from time to time, the
"Business Combination Agreement"), by and
among Growth Capital Acquisition Corp., a
Delaware corporation (the "Company"), GCAC
Merger Sub Inc., a Delaware corporation and
newly formed wholly-owned subsidiary
...(due to space limits, see proxy
statement for full proposal).
2. The Amended and Restated Charter Proposal - Mgmt For For
To approve the amendment and restatement,
in connection with the closing of the
Business Combination, of the Company's
existing amended and restated certificate
of incorporation by adopting the second
amended and restated certificate of
incorporation, a copy of which is included
as Annex B to the Proxy Statement.
3. The Nasdaq Proposal - To approve, for Mgmt For For
purposes of complying with the applicable
listing rules of the Nasdaq Stock Market,
the issuance of (i) shares of the Company's
common stock pursuant to the Business
Combination Agreement and (ii)
approximately $59.5 million of shares of
the Company's Class A common stock to
investors in a PIPE financing to be
completed in connection with the Business
Combination.
4. The Incentive Plan Proposal - To approve Mgmt For For
and adopt the 2022 Equity Incentive Plan,
including the initial share reserve and
automatic increases thereunder, a copy of
which is included as Annex D to the Proxy
Statement.
5. The Employee Stock Purchase Plan Proposal - Mgmt For For
To approve and adopt the Employee Stock
Purchase Plan, including the initial share
reserve and automatic increases thereunder,
a copy of which is included as Annex E to
the Proxy Statement.
6. The Adjournment Proposal - To adjourn the Mgmt For For
Special Meeting to a later date or dates,
if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
Special Meeting, the Company is not
authorized to consummate the transactions
contemplated by the Business Combination
Agreement, including the Merger.
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HIRO METAVERSE ACQUISITIONS I SA Agenda Number: 715636253
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Security: L48022112
Meeting Type: AGM
Meeting Date: 08-Jun-2022
Ticker:
ISIN: LU2420558889
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
1 RECEIVE AND APPROVE BOARD'S AND AUDITOR'S Mgmt For For
REPORTS
2 APPROVE ALLOCATION OF LOSS Mgmt For For
3 RECEIVE AND APPROVE BOARD'S SPECIAL REPORT Mgmt For For
RE: ARTICLE 480-2 OF THE LUXEMBOURG
COMPANIES ACT OF AUGUST 10, 1915
4 APPROVE CONTINUATION OF COMPANY'S Mgmt For For
ACTIVITIES DESPITE THE LOSSES
5 APPROVE DISCHARGE OF DIRECTORS AND AUDITORS Mgmt For For
6 RENEW APPOINTMENT OF MAZARS LUXEMBOURG AS Mgmt For For
AUDITOR
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LINKEM S.P.A. Agenda Number: 714899830
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Security: ADPV52579
Meeting Type: BOND
Meeting Date: 21-Dec-2021
Ticker:
ISIN: XS2039742569
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 21 DEC 2021 AT 12:00 PM.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU'
1 ISSUANCE OF FURTHER ADDITIONAL NOTES FOR AN Mgmt For For
AGGREGATE PRINCIPAL AMOUNT OF UP TO EUR
50,000,000.00 AND RELATED AMENDMENTS TO THE
TERMS AND CONDITIONS OF THE NOTES; RELEVANT
AND CONSEQUENT RESOLUTIONS
CMMT PLEASE NOTE THAT THERE IS A MINIMUM TO Non-Voting
VOTE: 100000 AND MULTIPLE: 1000
CMMT 09 DEC 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO POSTPONEMENT OF THE MEETING
DATE FROM 09 DEC 2021 TO 21 DEC 2021. IF
YOU HAVE ALREADY SENT IN YOUR VOTES ,
PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU
--------------------------------------------------------------------------------------------------------------------------
LINKEM S.P.A. Agenda Number: 714994159
--------------------------------------------------------------------------------------------------------------------------
Security: ADPV52579
Meeting Type: BOND
Meeting Date: 20-Jan-2022
Ticker:
ISIN: XS2039742569
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THERE IS A MINIMUM TO Non-Voting
VOTE: 100000 AND MULTIPLE: 1000
1 ISSUANCE OF FURTHER ADDITIONAL NOTES FOR AN Mgmt No vote
AGGREGATE PRINCIPAL AMOUNT OF UP TO EUR
50,000,000.00 AND RELATED AMENDMENTS TO THE
TERMS AND CONDITIONS OF THE NOTES; RELEVANT
AND CONSEQUENT RESOLUTIONS
CMMT 21 DEC 2021: PLEASE NOTE THAT SHAREHOLDERS Non-Voting
ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'
FOR RESOLUTION 1, ABSTAIN IS NOT A VOTING
OPTION ON THIS MEETING
CMMT 27 DEC 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
MALACCA STRAITS ACQUISITION CO. LTD. Agenda Number: 935528957
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Security: G5859B117
Meeting Type: Annual
Meeting Date: 27-Dec-2021
Ticker: MLAC
ISIN: KYG5859B1178
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Appointment of Director to serve until the Mgmt For For
2023 annual general meeting: Kenneth Ng
1.2 Appointment of Director to serve until the Mgmt For For
2023 annual general meeting: Stanley Wang
1.3 Appointment of Director to serve until the Mgmt For For
2023 annual general meeting: Christian
Jason Chan
1.4 Appointment of Director to serve until the Mgmt For For
2023 annual general meeting: Ping He
1.5 Appointment of Director to serve until the Mgmt For For
2023 annual general meeting: Dwi Prasetyo
Suseno
2. Ratification of the selection by the audit Mgmt For For
committee of WithumSmith+Brown, PC to serve
as our independent registered public
accounting firm for the year ended December
31, 2021.
3. Amend the Company's amended and restated Mgmt For For
memorandum and articles of association to
extend the date that the Company has to
consummate a business combination from
January 17, 2022 (which is 18 months from
the closing of our initial public offering)
to October 17, 2022 (or such earlier date
as determined by the Board of Directors).
4. Adjourn the Annual Meeting to a later date Mgmt For For
or dates, if necessary, to permit further
solicitation and vote of proxies in the
event that there are insufficient votes
for, or otherwise in connection with, the
approval of the other proposals.
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OAKTREE ACQUISITION CORP. II Agenda Number: 935653899
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Security: G6715X103
Meeting Type: Special
Meeting Date: 07-Jun-2022
Ticker: OACB
ISIN: KYG6715X1034
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - Mgmt For For
RESOLVED, as an ordinary resolution, that
OACB's entry into the Business Combination
Agreement, dated as of December 7, 2021 (as
may be amended, supplemented or otherwise
modified from time to time, the "Business
Combination Agreement"), by and among OACB,
Alvotech Holdings S.A., a public limited
liability company (societe anonyme)
incorporated and existing under the laws of
the Grand Duchy of Luxembourg, having its
registered office at 9, Rue de ...(due to
space limits, see proxy material for full
proposal).
2. The First Merger Proposal - RESOLVED, as a Mgmt For For
special resolution, that (a) OACB be
authorized to merge with TopCo so that
TopCo is the surviving entity and all the
undertaking, property and liabilities of
OACB vest in TopCo; (b) the plan of merger
in the form tabled to the General Meeting
(a draft of which is attached to the
accompanying proxy statement/prospectus as
Exhibit G of Annex A, the "Plan of First
Merger") be authorized, approved and
confirmed in all respects; and (c) OACB be
authorized to enter into the Plan of First
Merger.
3. The Adjournment Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that the adjournment
of the OACB General Meeting to a later date
or dates (A) to the extent necessary to
ensure that any required supplement or
amendment to the accompanying proxy
statement/prospectus is provided to OACB
shareholders, (B) in order to solicit
additional proxies from OACB shareholders
in favor of one or more of the proposals at
the OACB General Meeting or (C) if OACB
shareholders redeem an amount of the OACB
...(due to space limits, see proxy material
for full proposal).
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OMNICHANNEL ACQUISITION CORP. Agenda Number: 935542490
--------------------------------------------------------------------------------------------------------------------------
Security: 68218L108
Meeting Type: Special
Meeting Date: 01-Feb-2022
Ticker: OCA
ISIN: US68218L1089
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - to Mgmt For For
consider and vote upon a proposal to
approve the business combination agreement,
dated as of July 19, 2021 (as may be
amended and/or restated from time to time,
the "Business Combination Agreement"), by
and among Omnichannel Acquisition Corp.
("Omnichannel"), Omnichannel Merger Sub,
Inc., a Delaware corporation ("Merger
Sub"), and Kin Insurance, Inc., a Delaware
corporation ("Kin"), and the transactions
contemplated thereby, pursuant to which
Merger ... (due to space limits, see proxy
statement for full proposal).
2. The Charter Proposal - to consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal is approved
and adopted, the proposed second amended
and restated certificate of incorporation
of Omnichannel (the "Proposed Charter"),
which will replace Omnichannel's amended
and restated certificate of incorporation,
dated November 19, 2020 (the "Current
Charter") and will be in effect upon the
Closing of the Business Combination (we
refer to such proposal as the "Charter
...(due to space limits, see proxy
statement for full proposal).
3A. Advisory Charter Proposal A - to approve Mgmt For For
the reclassification of Pubco's common
stock to a single class. The Proposed
Charter provides for the issuance of common
stock and preferred stock, and does not
provide for the issuance of Class A and
Class B common stock. At the Effective
Time, any distinction between the rights of
Class A and Class B common stock will not
survive the reclassification/conversion to
Pubco common stock. Pursuant to the Current
Charter, and at the Effective Time of the
Business ...(due to space limits, see proxy
statement for full proposal).
3B. Advisory Charter Proposal B - to approve Mgmt For For
the provision in the Proposed Charter
providing that a director may only be
removed only for cause and only by the
affirmative vote of at least two- thirds
(66 and 2/3%) of the shares entitled to
vote at an election of directors. Under the
Current Charter, director removal requires
an affirmative vote of a majority of the
shares of Omnichannel Class B common stock.
3C. Advisory Charter Proposal C - to approve Mgmt For For
amendments to certain provisions of the
Proposed Charter to require the affirmative
vote of at least two-thirds (66 and 2/3%)
of the total voting power of all the then
outstanding shares entitled to vote
thereon, voting together as a single class,
rather than by an affirmative vote of a
majority of the shares entitled to vote
under the Current Charter (and, for the
provisions concerning election and removal
of directors by shareholder vote, approval
...(due to space limits, see proxy
statement for full proposal).
3D. Advisory Charter Proposal D - to approve an Mgmt For For
amendment to the Proposed Charter allowing
for the bylaws of Pubco to be amended,
altered, repealed or adopted by the
affirmative vote of the holders of at least
two-thirds (66 and 2/3%) of the voting
power of all of the then outstanding shares
of voting stock of Pubco entitled to vote
generally in an election of directors, as
opposed to the bylaws of Omnichannel
requiring the approval of a majority of the
board of directors of Omnichannel or by the
... (due to space limits, see proxy
statement for full proposal).
4. The Stock Issuance Proposal - to consider Mgmt For For
and vote upon a proposal to approve,
assuming the Business Combination Proposal
and the Charter Proposal are approved and
adopted, for the purposes of complying with
the applicable listing rules of the NYSE,
the issuance of (x) shares of Omnichannel
Class A common stock pursuant to the terms
of the Business Combination Agreement and
(y) shares of Omnichannel Class A common
stock to certain institutional investors in
connection with the private ...(due to
space limits, see proxy statement for full
proposal).
5. The Incentive Plan Proposal - to consider Mgmt For For
and vote upon a proposal to approve,
assuming the Business Combination Proposal,
the Charter Proposal and the Stock Issuance
Proposal are approved and adopted, the Kin
Insurance Inc. 2021 Omnibus Incentive
Equity Plan (the "Incentive Plan"),
including the authorization of the initial
share reserve under the Incentive Plan (the
"Incentive Plan Proposal").
6. The Adjournment Proposal - to consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the special meeting to a
later date or dates, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the special meeting, any of
the Business Combination Proposal, the
Charter Proposal, the Stock Issuance
Proposal and the Incentive Plan Proposal
would not be duly approved and adopted by
our stockholders or we determine that one
or more of the ... (due to space limits,
see proxy statement for full proposal).
7. The ESPP Proposal - to consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal, the Charter
Proposal and the Stock Issuance Proposal
are approved and adopted, the Kin Insurance
2021 Employee Stock Purchase Plan (the
"ESPP"), including the authorization of the
initial share reserve under the ESPP.
--------------------------------------------------------------------------------------------------------------------------
OTR ACQUISITION CORP. Agenda Number: 935620030
--------------------------------------------------------------------------------------------------------------------------
Security: 67113Q105
Meeting Type: Special
Meeting Date: 10-May-2022
Ticker: OTRA
ISIN: US67113Q1058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) The Business Combination Proposal - to Mgmt For For
consider & vote on a proposal to approve &
adopt Business Combination Agreement, dated
as of January 31, 2022 (as it may be
amended and/ or restated from time to time,
the "Business Combination Agreement"), by &
among OTR, Comera Life Sciences Holdings,
Inc. ("Holdco"), Comera Life Sciences, Inc.
("Comera"), CLS Sub Merger 1 Corp. ("Comera
Merger Sub") and CLS Sub Merger 2 Corp.
("OTR Merger Sub"), & transactions
contemplated thereby, pursuant to which (i)
Comera Merger Sub will be merged.
2a) Advisory Governance Proposal 2A - to Mgmt For For
increase the number of authorized shares of
common stock from 110,000,000 to
150,000,000.
2b) Advisory Governance Proposal 2B - to change Mgmt For For
the number of classes of directors from two
classes to three classes.
2c) Advisory Governance Proposal 2C - to remove Mgmt For For
the renouncement of corporate opportunity
doctrine.
3) The Equity Incentive Award Plan Proposal - Mgmt For For
to consider and vote on a proposal to
approve and adopt the equity incentive
award plan established to be effective
after the closing of the Business
Combination.
4) The Adjournment Proposal - to consider and Mgmt For For
vote on a proposal to adjourn the special
meeting to a later date or dates, if
necessary, to permit further solicitation
and vote of proxies if, based upon the
tabulated vote at the time of the special
meeting, there are not sufficient votes to
approve one or more proposals presented to
stockholders for vote.
--------------------------------------------------------------------------------------------------------------------------
SEAPORT GLOBAL ACQUISITION CORP. Agenda Number: 935503373
--------------------------------------------------------------------------------------------------------------------------
Security: 812227106
Meeting Type: Special
Meeting Date: 20-Oct-2021
Ticker: SGAM
ISIN: US8122271062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) The Business Combination Proposal - To Mgmt For For
approve and adopt the business combination
agreement, dated as of May 16, 2021 and
amended September 24, 2021 (as the same may
be amended from time to time, the "Business
Combination Agreement"), by and among SGAC,
Seaport Merger Sub LLC ("Merger Sub"),
Redwood Holdco, LP ("Parent") and Redwood
Intermediate, LLC ("Redbox"), which
provides for, among other things, SGAC
acquiring certain equity interests of
Redbox from Parent,its sole member, ...(due
to space limits, see proxy statement for
full proposal).
2) The Charter Amendment Proposal - To approve Mgmt For For
and adopt, assuming the business
combination proposal is approved and
adopted, the second amended and restated
certificate of incorporation of SGAC (the
"Proposed Charter"), which, if approved,
would take effect upon the closing of the
business combination (the "Closing").
3A) Advisory Charter Proposal A - To authorize Mgmt For For
an additional 490,000,000 shares of common
stock, which would consist of (i)
increasing the number of shares of Class A
common stock from 100,000,000 shares to
500,000,000 shares and (ii) increasing the
number of shares of Class B common stock
from 10,000,000 shares to 100,000,000
shares.
3B) Advisory Charter Proposal B - To amend the Mgmt For For
terms of the Class B common stock to
provide that the Class B common stock will
convey no economic rights but will entitle
its holder to vote on all matters to be
voted on by stockholders generally in order
to implement our "Up-C" structure.
3C) Advisory Charter Proposal C - To provide Mgmt For For
for the waiver of the corporate opportunity
doctrine for Apollo and its affiliates,
which specifically contemplates their
ongoing business activities and
arrangements.
3D) Advisory Charter Proposal D - To provide Mgmt For For
that actions under the Proposed Charter
relating to the nomination and election of
directors are subject to the stockholders
agreement to be entered into among SGAC and
certain stockholders of SGAC upon the
closing of the business combination.
3E) Advisory Charter Proposal E - To prohibit Mgmt For For
certain stockholders from acting by written
consent by specifying that any action
required or permitted to be taken by
stockholders must be effected by a duly
called annual or special meeting and may
not be effected by written consent.
3F) Advisory Charter Proposal F - To change the Mgmt For For
stockholder vote required from the
affirmative vote of the holders of at least
a majority of the outstanding common stock
entitled to vote thereon to the affirmative
vote of the holders of at least 66 2/3%of
the voting power of the outstanding shares
of capital stock entitled to vote thereon,
voting together as a single class, to amend
the Proposed Charter.
3G) Advisory Charter Proposal G - To change the Mgmt For For
stockholder vote required from the
affirmative vote of the holders of at least
a majority of the outstanding common stock
entitled to vote thereon to the affirmative
vote of the holders of at least 66 2/3%of
the voting power of the outstanding voting
stock entitled to vote thereon for the
removal of directors.
3H) Advisory Charter Proposal H - To provide Mgmt For For
for certain additional changes, including,
among other things, (i) changing the
post-business combination company's
corporate name from "Seaport Global
Acquisition Corp." to "Redbox Entertainment
Inc." and making the company's corporate
existence perpetual and (ii) removing
certain provisions related to our status as
a blank check company that will no longer
apply upon consummation of the Business
Combination all of which our board of
directors ...(due to space limits, see
proxy statement for full proposal).
4) The Nasdaq Proposal - To approve, assuming Mgmt For For
the business combination proposal and the
charter amendment proposal are approved and
adopted, for purposes of complying with the
applicable provisions of Nasdaq Listing
Rule 5635(d), the issuance of more than 20%
of common stock in connection with the
business combination.
5) DIRECTOR
Vikas M. Keswani Mgmt For For
Michael Redd Mgmt For For
David B. Sambur Mgmt For For
Jay Burnham Mgmt For For
Galen C. Smith Mgmt For For
Lee J. Solomon Mgmt For For
Charles Yamarone Mgmt For For
Reed Rayman Mgmt For For
Kimberly Kelleher Mgmt For For
6) The Incentive Plan Proposal - To approve Mgmt For For
and adopt, assuming the condition precedent
proposals are approved and adopted, the
Incentive Plan (as defined in the proxy
statement).
7) The Adjournment Proposal - To approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of any of the
condition precedent proposals or the
incentive plan proposal.
--------------------------------------------------------------------------------------------------------------------------
SEVEN OAKS ACQUISITION CORP Agenda Number: 935521799
--------------------------------------------------------------------------------------------------------------------------
Security: 81787X106
Meeting Type: Annual
Meeting Date: 07-Dec-2021
Ticker: SVOK
ISIN: US81787X1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal to
approve the agreement and plan of merger
(as the same may be amended and/or restated
from time to time, the "Business
Combination Agreement"), dated June 13,
2021, by and among Seven Oaks, Blossom
Merger Sub, Inc., a wholly owned subsidiary
of Seven Oaks ("Merger Sub"), Blossom
Merger Sub II, LLC, a wholly owned
subsidiary of Seven Oaks ("Merger Sub II"),
and Giddy Inc. (d/b/a Boxed), a Delaware
corporation ...(due to space limits, see
proxy statement for full proposal).
2. Organizational Documents Proposal - To Mgmt For For
consider and vote upon a proposal to
approve, assuming the Business Combination
Proposal is approved and adopted, the
proposed amended and restated certificate
of incorporation and the proposed amended
and restated bylaws of Seven Oaks, which
will be renamed "Boxed, Inc." ("New Boxed")
in connection with the Business
Combination.
3A. Advisory Organizational Documents Proposal Mgmt For For
- To authorize the change in the authorized
capital stock of Seven Oaks from
380,000,000 shares of Class A common stock,
par value $0.0001 per share, 20,000,000
shares of Class B common stock, par value
$0.0001 per share, and 1,000,000 shares of
preferred stock, par value $0.0001 per
share, to 600,000,000 shares of common
stock, par value $0.0001 per share, of New
Boxed and 60,000,000 shares of preferred
stock, par value $0.0001 per share, of New
Boxed.
3B. Advisory Organizational Documents Proposal Mgmt For For
- To authorize all other changes in
connection with the replacement of the
Current Organizational Documents with the
Proposed Organizational Documents in
connection with the consummation of the
Business Combination, including (1)
changing the corporate name from "Seven
Oaks Acquisition Corp." to "Boxed, Inc.",
(2) making New Boxed's corporate existence
perpetual, (3) electing not to be governed
by Section 203 of the DGCL and, instead, to
be governed ...(due to space limits, see
proxy statement for full proposal).
4. The Stock Issuance Proposal - To consider Mgmt For For
and vote upon a proposal to approve,
assuming the Business Combination Proposal
and the Organizational Documents Proposal
are approved and adopted, for the purposes
of complying with the applicable listing
rules of Nasdaq, the issuance of (x) shares
of New Boxed common stock pursuant to the
terms of the Business Combination
Agreement, (y) shares of Seven Oaks Class A
common stock to certain institutional and
other investors in connection with the
...(due to space limits, see proxy
statement for full proposal).
5. The Incentive Award Plan Proposal - To Mgmt For For
consider and vote upon a proposal to
approve, assuming the Business Combination
Proposal, the Organizational Documents
Proposal and the Stock Issuance Proposal
are approved and adopted, the Boxed, Inc.
2021 Incentive Award Plan (the "Incentive
Award Plan"), including the authorization
of the initial share reserve under the
Incentive Award Plan.
6. The ESPP Proposal - To consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal, the
Organizational Documents Proposal and the
Stock Issuance Proposal are approved and
adopted, the Boxed, Inc. 2021 Employee
Stock Purchase Plan (the "ESP Plan"),
including the authorization of the initial
share reserve under the ESP Plan.
7. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the Special Meeting to a
later date or dates, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the Special Meeting, any of
the Business Combination Proposal, the
Organizational Documents Proposal, the
Stock Issuance Proposal, the Incentive Plan
Proposal and the ESPP Proposal would not be
duly approved and adopted by our ...(due to
space limits, see proxy statement for full
proposal).
--------------------------------------------------------------------------------------------------------------------------
SUPERIOR ENERGY SERVICES INC.
--------------------------------------------------------------------------------------------------------------------------
Security: 868157405
Meeting Type: Annual
Meeting Date: 13-Apr-2022
Ticker: SPNR
ISIN: US8681574054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Joseph Citarrella Mgmt For For
Daniel E. Flores Mgmt For For
Michael Y. McGovern Mgmt For For
Brian Moore Mgmt For For
Julie J. Robertson Mgmt For For
Krishna Shivram Mgmt For For
Timothy J. Winfrey Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
TAILWIND TWO ACQUISITION CORP. Agenda Number: 935552237
--------------------------------------------------------------------------------------------------------------------------
Security: G86613109
Meeting Type: Special
Meeting Date: 22-Mar-2022
Ticker: TWNT
ISIN: KYG866131090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - Mgmt For For
RESOLVED, as an ordinary resolution, that
Tailwind Two's entry into the Agreement and
Plan of Merger, dated as of October 28,
2021 (as may be amended, supplemented or
otherwise modified from time to time, the
"Business Combination Agreement"), by and
among Tailwind Two, Titan Merger Sub, Inc.,
a Delaware corporation ("Merger Sub") and
Terran Orbital Corporation, a Delaware
corporation ("Terran Orbital"), a copy of
which is attached to the accompanying proxy
...(due to space limits, see proxy material
for full proposal).
2. The Domestication Proposal - RESOLVED, as a Mgmt For For
special resolution, that Tailwind Two be
transferred by way of continuation to
Delaware pursuant to Part XII of the
Companies Act (Revised) of the Cayman
Islands and Section 388 of the General
Corporation Law of the State of Delaware
and, immediately upon being de- registered
in the Cayman Islands, Tailwind Two be
continued and domesticated as a corporation
under the laws of the state of Delaware.
3. The Charter Proposal - RESOLVED, as a Mgmt For For
special resolution, that, upon the
Domestication, the amended and restated
memorandum and articles of association of
Tailwind Two ("Existing Governing
Documents") be amended and restated by the
deletion in their entirety and the
substitution in their place of the proposed
new certificate of incorporation of "Terran
Orbital Corporation" upon the
Domestication, a copy of which is attached
to the accompanying proxy
statement/prospectus as Annex C (the
...(due to space limits, see proxy material
for full proposal).
4. Advisory Governing Documents Proposal A - Mgmt For For
RESOLVED, that an amendment to change the
authorized share capital of Tailwind Two
from US$55,100 divided into (i) 500,000,000
Class A ordinary shares, par value $0.0001
per share, (ii) 50,000,000 Class B ordinary
shares, par value $0.0001 per share and
(iii) 1,000,000 preference shares, par
value $0.0001 per share, to (a) 300,000,000
shares of common stock, par value $0.0001
per share, of New Terran Orbital and (b)
50,000,000 shares of preferred ...(due to
space limits, see proxy material for full
proposal).
5. Advisory Governing Documents Proposal B - Mgmt For For
RESOLVED, that an amendment to authorize
the board of directors of New Terran
Orbital to issue any or all shares of New
Terran Orbital preferred stock in one or
more classes or series, with such terms and
conditions as may be expressly determined
by the board of directors of New Terran
Orbital and as may be permitted by the
Delaware General Corporation Law be
approved on a non- binding advisory basis.
6. Advisory Governing Documents Proposal C - Mgmt For For
RESOLVED, that an amendment to remove the
ability of New Terran Orbital stockholders
to take action by written consent in lieu
of a meeting be approved on a non-binding
advisory basis.
7. Advisory Governing Documents Proposal D - Mgmt For For
RESOLVED, that certain other changes in
connection with the replacement of Existing
Governing Documents with the Proposed
Certificate of Incorporation as part of the
Domestication (a copy of which is attached
to the accompanying proxy statement/
prospectus as Annex C), including (i)
changing the post-Business Combination
corporate name from "Tailwind Two
Acquisition Corp." to "Terran Orbital
Corporation" (which is expected to occur
after the ...(due to space limits, see
proxy material for full proposal).
8. Advisory Governing Documents Proposal E - Mgmt For For
RESOLVED, that an amendment to require the
affirmative vote of the holders of (i) at
least two thirds (2/3) of the total voting
power of all the then-outstanding shares of
New Terran Orbital's stock entitled to vote
thereon, and voting as a single class, to
amend or repeal the proposed bylaws (or a
majority of the total voting power of the
then-outstanding shares of capital stock of
New Terran Orbital entitled to vote on such
amendment or repeal, ...(due to space
limits, see proxy material for full
proposal).
9. The Exchange Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that for the purposes
of complying with the applicable provisions
of New York Stock Exchange Listing Rule
312.03 or Nasdaq Stock Exchange Listing
Rule 5635, as applicable, the issuance of
shares of New Terran Orbital Common Stock
in connection with the Business
Combination, the Debt Financings and the
PIPE Financing (each term as defined in the
accompanying proxy statement/prospectus) be
approved.
10. The Incentive Award Plan Proposal - Mgmt For For
RESOLVED, as an ordinary resolution, that
the New Terran Orbital 2021 Omnibus
Incentive Plan, a copy of which is attached
to the accompanying proxy
statement/prospectus as Annex E, be adopted
and approved.
11. The Adjournment Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that the adjournment
of the Extraordinary General Meeting to a
later date or dates (A) to the extent
necessary to ensure that any required
supplement or amendment to the accompanying
proxy statement/prospectus is provided to
Tailwind Two shareholders or, if as of the
time for which the Extraordinary General
Meeting is scheduled, there are
insufficient Tailwind Two ordinary shares
represented (either in person or by proxy)
to ...(due to space limits, see proxy
material for full proposal).
--------------------------------------------------------------------------------------------------------------------------
TECH AND ENERGY TRANSITION CORPORATION Agenda Number: 935548480
--------------------------------------------------------------------------------------------------------------------------
Security: 87823R102
Meeting Type: Annual
Meeting Date: 15-Mar-2022
Ticker: TETC
ISIN: US87823R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: James Avery Mgmt For For
1.2 Election of Director: Virginia Breen Mgmt For For
1.3 Election of Director: Gregory Gilmore Mgmt For For
1.4 Election of Director: Lawrence Handen Mgmt For For
1.5 Election of Director: Dan Hesse Mgmt For For
1.6 Election of Director: Diarmuid B. O'Connell Mgmt For For
1.7 Election of Director: David Roseman Mgmt For For
2. Ratification of independent registered Mgmt For For
public accounting firm.
--------------------------------------------------------------------------------------------------------------------------
THIMBLE POINT ACQUISITION CORP. Agenda Number: 935514136
--------------------------------------------------------------------------------------------------------------------------
Security: 88408P107
Meeting Type: Special
Meeting Date: 30-Nov-2021
Ticker: THMA
ISIN: US88408P1075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to (a) approve and adopt the Mgmt For For
Business Combination Agreement, dated as of
June 21, 2021 (as it may be amended,
supplemented or otherwise modified from
time to time in accordance with its terms,
the "Business Combination Agreement"), by
and among THMA, Oz Merger Sub, Inc., a
Delaware corporation and wholly-owned
subsidiary of THMA ("Merger Sub"), and Pear
Therapeutics, Inc., a Delaware corporation
("Pear"), and (b) approve the transactions
contemplated thereby, including ...(due to
space limits, see proxy statement for full
proposal).
2. A proposal to amend the current certificate Mgmt For For
of incorporation of THMA (the "Current
Charter") and adopt the Second Amended and
Restated Certificate of Incorporation (the
"Proposed Charter") to be effective upon
the consummation of the Merger (the
"Closing") which will include amendments to
(a) increase the number of authorized
shares of THMA's capital stock, par value
$0.0001 per share, from 221,000,000 shares,
consisting of (i) 220,000,000 shares of
common stock, including 200,000,000 shares
...(due to space limits, see proxy
statement for full proposal).
3. On a non-binding advisory basis, a separate Mgmt For For
proposal with respect to certain governance
provisions in the Proposed Charter in
accordance with Securities and Exchange
Commission guidance. The Proposed Charter,
and the provisions that are the subject of
this proposal, is further described in the
Proxy Statement for the Special Meeting and
a copy of the Proposed Charter is attached
as Annex B to the Proxy Statement.
4. DIRECTOR
Zack Lynch Mgmt For For
Kirthiga Reddy Mgmt For For
Andrew J. Schwab Mgmt For For
Alison Bauerlein Mgmt For For
Nancy Schlichting Mgmt For For
Jorge Gomez Mgmt For For
Corey McCann Mgmt For For
5. A proposal to approve, in connection with Mgmt For For
the Merger, for purposes of complying with
applicable listing rules of the NASDAQ
Stock Market ("NASDAQ"), the issuance
and/or sale of (a) up to 132,395,625 THMA
Class A Common Shares to the holders of
Pear's capital stock pursuant to the
Business Combination Agreement and the
reservation for issuance of THMA Class A
Common Shares subject to Rollover Options
(as defined in the Proxy Statement)
pursuant to the Business Combination
Agreement ...(due to space limits, see
proxy statement for full proposal).
6. A proposal to approve and adopt the Pear Mgmt For For
Holdings Corp. 2021 Stock Option and
Incentive Plan (the "2021 Plan"), a copy of
which is attached as Annex K to the Proxy
Statement, and the material terms
thereunder.
7. A proposal to approve and adopt the Pear Mgmt For For
Holdings Corp. Employee Stock Purchase Plan
(the "2021 ESPP"), a copy of which is
attached as Annex L to the Proxy Statement,
and the material terms thereunder.
8. A proposal to approve the adjournment of Mgmt For For
the Special Meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies in the
event that there are insufficient votes
for, or otherwise in connection with,
Proposals 1-2 and 4-7.
--------------------------------------------------------------------------------------------------------------------------
TREBIA ACQUISITION CORP. Agenda Number: 935539532
--------------------------------------------------------------------------------------------------------------------------
Security: G9027T109
Meeting Type: Special
Meeting Date: 20-Jan-2022
Ticker: TREB
ISIN: KYG9027T1094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - a Mgmt For For
proposal to approve Trebia's entry into
that certain Business Combination
Agreement, dated as of June 28, 2021 and
amended on November 30, 2021 (as may be
amended, supplemented or otherwise modified
from time to time, the "Business
Combination Agreement"), by and among
Trebia, S1 Holdco, LLC ("S1 Holdco"),
Orchid Merger Sub I, Inc. ("Trebia Merger
Sub I"), Orchid Merger Sub II, Inc.
("Trebia Merger Sub II"), System1 SS
Protect Holdings, Inc. ("Protected")
...(due to space limits, see proxy
statement for full proposal).
2. The NYSE Proposal - a proposal to approve, Mgmt For For
for the purposes of complying with the
applicable provisions of Section 312.03 of
the NYSE's Listed Company Manual, (i) the
issuance of common stock of System1 (as
defined below) in connection with the
consummation of the transactions
contemplated by the Business Combination
Agreement and the other transaction
agreements, (ii) all issuances of shares of
common stock of System1 upon the conversion
of shares of any other class of System1
common stock ...(due to space limits, see
proxy statement for full proposal).
3. The Domestication Proposal - a proposal to Mgmt For For
approve that Trebia be domesticated as a
Delaware corporation in accordance with
Section 388 of the DGCL and de-register as
a Cayman Islands exempted company in
accordance with Section 206 of the Cayman
Islands Companies Act (As Revised) (the
"Domestication"), upon which Trebia will
change its name to "System1, Inc."
("System1").
4. The Charter Amendment Proposal - a proposal Mgmt For For
to approve the amendment and restatement of
the amended and restated memorandum and
articles of association of Trebia by their
deletion and replacement with the proposed
certificate of incorporation of System1, (a
copy of which is attached to the
accompanying proxy statement/prospectus as
Annex B (the "System1 Charter")), and the
proposed bylaws of System1, a copy of which
is attached to the accompanying proxy
statement/prospectus as Annex C (the
...(due to space limits, see proxy
statement for full proposal).
5A. Multi-class Shares Proposal - a proposal to Mgmt For For
authorize a change to the authorized
capital stock of Trebia from (A)
400,000,000 Class A ordinary shares of
Trebia, par value $0.0001 per share,
40,000,000 Class B ordinary shares of
Trebia, par value $0.0001 per share, and
1,000,000 preferred shares of Trebia, par
value $0.0001 per share, to (B) 500,000,000
shares of System1 class A common stock, par
value $0.0001 per share, 25,000,000 shares
of System1 class C common stock, par value
$0.0001 per share, ...(due to space limits,
see proxy statement for full proposal).
5B. Election, Number and Removal of Directors - Mgmt For For
a proposal to permit changes to the ability
of shareholders to vote and remove
directors from the System1 board of
directors.
5C. Approval of Business Combination - a Mgmt For For
proposal to approve the adoption of a
majority voting requirement to approve a
merger or other form of business
combination, if such merger or business
combination is approved by the System1
board of directors.
5D. Exclusive Forum Provision - a proposal to Mgmt For For
make the Delaware Court of Chancery serve
as the exclusive forum (or, in the event
that the Delaware Court of Chancery does
not have jurisdiction, the federal district
court for the District of Delaware or other
state courts of the State of Delaware) for
any shareholder claims, including claims in
the right of System1 that are based upon a
violation of a duty by a current or former
director, officer, employee or shareholder
in such capacity, or as to ...(due to space
limits, see proxy statement for full
proposal).
5E. Action by Written Consent of Stockholders - Mgmt For For
a proposal to only permit action by System1
shareholders only at a duly called annual
or special meeting of such shareholders.
5F. Other Changes In Connection With Adoption Mgmt For For
of the System1 Organizational Documents - a
proposal to approve and authorize (A)
changing the corporate name from "Trebia
Acquisition Corp." to "System1, Inc.", (B)
making System1's corporate existence
perpetual, and (C) removing certain
provisions related to System1's status as a
blank check company.
6. The Incentive Plan Proposal - a proposal to Mgmt For For
approve and adopt the System1 2022
Incentive Award Plan (the "Incentive Plan")
and the material terms thereunder,
including the authorization of the
accompanying initial share reserve
thereunder. A copy of the Incentive Plan is
attached to the accompanying proxy
statement/prospectus as Annex D.
7. DIRECTOR
Dexter Fowler Mgmt For For
Caroline Horn Mgmt For For
Jennifer Prince Mgmt For For
Moujan Kazerani Mgmt For For
Frank R. Martire, Jr. Mgmt For For
Christopher Phillips Mgmt For For
Michael Blend Mgmt For For
William P. Foley, II Mgmt For For
8. The Adjournment Proposal - a proposal to Mgmt For For
approve the adjournment of the
Extraordinary General Meeting to a later
date or dates (i) to the extent necessary
to ensure that any required supplement or
amendment to the accompanying proxy
statement/prospectus is provided to Trebia
Shareholders or, if as of the time for
which the Extraordinary General Meeting is
scheduled, there are insufficient Trebia
ordinary shares represented (either in
person or by proxy) to constitute ...(due
to space limits, see proxy statement for
full proposal).
--------------------------------------------------------------------------------------------------------------------------
ZANITE ACQUISITION CORP. Agenda Number: 935616081
--------------------------------------------------------------------------------------------------------------------------
Security: 98907K103
Meeting Type: Special
Meeting Date: 06-May-2022
Ticker: ZNTE
ISIN: US98907K1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to adopt the Business Mgmt For For
Combination Agreement, dated as of December
21, 2021 (the "Business Combination
Agreement"), a copy of which is attached to
the accompanying proxy statement as Annex
A, by and among the Company, Embraer S.A.,
a Brazilian corporation (sociedade anonima)
("Embraer"), EVE UAM LLC, a Delaware
limited liability company and a newly
formed direct wholly owned subsidiary of
Embraer that was formed for purposes of
conducting the UAM Business (as defined in
the accompanying ...(due to space limits,
see proxy material for full proposal).
2A. Charter Amendment Proposal A: to approve Mgmt For For
and adopt the Proposed Charter (other than
the proposals addressed in Charter
Amendment Proposal B), which, if approved,
would amend and restate the Current
Charter, and which, if approved, would take
effect upon the Closing.
2B. Charter Amendment Proposal B: to approve Mgmt For For
and adopt a proposed amendment to the
Proposed Charter to (i) increase the number
of authorized shares of Class A common
stock from 100,000,000 to 1,000,000,000,
which will become shares of common stock,
par value of $0.001 per share, of the
combined company upon the Closing, and the
total number of authorized shares of common
stock from 111,000,000 to 1,000,000,000 and
(ii) provide that the number of authorized
shares of any class of common stock or
...(due to space limits, see proxy material
for full proposal).
3A. A proposal to increase the total number of Mgmt For For
authorized shares of stock to 1,100,000,000
shares, consisting of (i) 1,000,000,000
shares of common stock and (ii) 100,000,000
shares of preferred stock, par value
$0.0001 per share.
3B. A proposal to provide that the number of Mgmt For For
authorized shares of any class of common
stock or preferred stock may be increased
or decreased (but not below the number of
shares thereof then outstanding) by the
affirmative vote of the holders of a
majority of the stock of the Company
entitled to vote, irrespective of the
provisions of Section 242(b)(2) of the DGCL
3C. A proposal to require the affirmative vote Mgmt For For
of the holders of at least two-thirds of
the total voting power of all the then
outstanding shares of capital stock of the
Company entitled to vote thereon, voting
together as a single class to (1) make
amendments to certain provisions of the
Proposed Charter (Article THIRTEENTH (A))
and (2) amend the proposed bylaws (as
defined in the accompanying proxy
statement) (Article SIXTH (F)
3D. A proposal to provide that any action Mgmt For For
required or permitted to be taken by the
stockholders of the Company may be taken by
written consent until the time the issued
and outstanding shares of common stock
owned by Embraer Entities (as defined in
the accompanying proxy statement) represent
less than 50% of the voting power of the
then outstanding shares of capital stock of
the Company.
3E. A proposal to elect not to be governed by Mgmt For For
Section 203 of the DGCL relating to
business combinations with interested
stockholders.
3F. A proposal to provide for certain Mgmt For For
additional changes, including, among other
things, (i) changing the post-business
combination company's corporate name from
"Zanite Acquisition Corp." to "Eve Holding,
Inc.", (ii) making the Company's corporate
existence perpetual and (iii) removing
certain provisions related to our status as
a blank check company that will no longer
apply upon consummation of the business
combination, all of which our board of
directors believes are necessary to
adequately address the needs of the
post-business combination Company.
4. A proposal to approve, for purposes of Mgmt For For
complying with applicable listing rules of
the Nasdaq Stock Market ("Nasdaq"), (x) the
issuance of more than 20% of the Company's
issued and outstanding common stock in
connection with the business combination,
consisting of the issuance of (i) shares of
common stock to EAH pursuant to the terms
of the Business Combination Agreement and
(ii) shares of common stock to the PIPE
Investors (as defined in the accompanying
proxy statement) in connection ...(due to
space limits, see proxy material for full
proposal).
5. A proposal to approve and adopt the Eve Mgmt For For
Holding, Inc. 2022 Stock Incentive Plan
(the "Incentive Plan"), a copy of which is
attached to the accompanying proxy
statement as Annex K (the "Incentive Plan
Proposal").
6. DIRECTOR
Sergio Pedreiro Mgmt For For
Jose M. Entrecanales Mgmt For For
Marion Clifton Blakey Mgmt For For
Paul Eremenko Mgmt For For
Luis Carlos Affonso Mgmt For For
Michael Amalfitano Mgmt For For
Kenneth C. Ricci Mgmt For For
7. A proposal to approve the adjournment of Mgmt For For
the special meeting to a later date or
dates, if necessary or appropriate, to
permit further solicitation and vote of
proxies in the event that there are
insufficient votes for, or otherwise in
connection with, the approval of any of the
Condition Precedent Proposals (as defined
below) or we determine that one or more of
the Closing conditions under the Business
Combination Agreement is not satisfied or
waived (the "Adjournment Proposal").
CrossingBridge Pre-Merger SPAC ETF
--------------------------------------------------------------------------------------------------------------------------
APOLLO STRATEGIC GROWTH CAPITAL Agenda Number: 935649218
--------------------------------------------------------------------------------------------------------------------------
Security: G0411R106
Meeting Type: Special
Meeting Date: 25-May-2022
Ticker: APSG
ISIN: KYG0411R1065
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Domestication Proposal - to consider Mgmt For For
and vote upon a proposal to approve by
special resolution under Cayman Islands
law, assuming the Business Combination
Proposal is approved and adopted, the
change of APSG's jurisdiction of
incorporation from the Cayman Islands to
the State of Delaware by 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 such proposal, the "Domestication
Proposal").
2. The Amendment Proposal - to consider and Mgmt For For
vote upon a proposal to approve by special
resolution under Cayman Islands law,
assuming the Business Combination Proposal
and the Domestication Proposal are approved
and adopted, the Acquiror Delaware
Certificate, which, if approved, would take
effect substantially concurrently with the
Closing; 2A through 2K - The Unbundling
Precatory Proposals - to approve, on a
non-binding advisory basis, certain
governance provisions in the Acquiror
Delaware Certificate, ...(due to space
limits, see proxy material for full
proposal).
2a. To increase the authorized share capital Mgmt For For
from 361,000,000 shares consisting of
300,000,000 Acquiror Class A Ordinary
Shares, 60,000,000 Acquiror Class B
Ordinary Shares, and 1,000,000 undesignated
preferred shares, par value $0.00005 per
share, to authorized capital stock of
shares, consisting of (i) 3,000,000,000
shares of Domesticated Acquiror Class A
Common Stock, (ii) 3,000,000,000 shares of
Domesticated Acquiror Class B Common Stock,
(iii) 20,420,250 shares of Domesticated
Acquiror ...(due to space limits, see proxy
material for full proposal).
2b. To provide that the Acquiror Delaware Mgmt For For
Certificate may be amended, altered or
repealed by the affirmative vote of the
holders of at least 66 2/3% of all the then
outstanding shares of stock entitled to
vote, voting together as a single class in
addition to any other vote required by the
Acquiror Delaware Certificate or otherwise
required by law.
2c. To provide that (i) each holder of record Mgmt For For
of Domesticated Acquiror Class A Common
Stock, Domesticated Acquiror Class B Common
Stock and Domesticated Acquiror Class X
Common Stock (solely prior to the automatic
conversion thereof to shares of
Domesticated Acquiror Class A Common Stock
upon the Closing) will be entitled to vote
on the election or removal of directors,
voting together as a single class, (ii) any
vacancy on the board of directors shall be
filled by the affirmative ...(due to space
limits, see proxy material for full
proposal).
2d. To elect not to be governed by Section 203 Mgmt For For
of the DGCL.
2e. To provide that the Court of Chancery of Mgmt For For
the State of Delaware or, if such court
does not have subject matter jurisdiction,
another state or federal court located
within the State of Delaware, shall be the
exclusive forum for certain actions and
claims.
2f. To provide that each holder of record of Mgmt For For
Domesticated Acquiror Class A Common Stock,
Domesticated Acquiror Class B Common Stock
and Domesticated Acquiror Class X Common
Stock (solely prior to the automatic
conversion thereof to shares of
Domesticated Acquiror Class A Common Stock
upon the Closing) be entitled to one vote
per share on all matters which stockholders
generally are entitled to vote.
2g. To provide that subject to applicable law Mgmt For For
and the rights of any holders of
outstanding Preferred Stock, (i) each
holder of Domesticated Acquiror Class A
Common Stock, Domesticated Acquiror Class X
Common Stock (solely prior to the automatic
conversion thereof to shares of
Domesticated Acquiror Class A Common Stock
upon the Closing) and Class A-1 Preferred
Stock shall be entitled to receive, ratably
with the other participating shares, such
dividends and other distributions as
...(due to space limits, see proxy material
for full proposal).
2h. To eliminate various provisions in the Mgmt For For
Existing Organizational Documents
applicable only to blank check companies,
including the provisions requiring that
APSG have net tangible assets of at least
$5,000,001 immediately prior to, or upon
such consummation of, a business
combination.
2i. To restrict holders of Domesticated Mgmt For For
Acquiror Class B Common Stock from
transferring their shares of Domesticated
Acquiror Class B Common Stock unless such
holder also transfers an equal number of
Opco B Ordinary Shares in accordance with
the GBT Amended & Restated M&A.
2j. To allow PubCo, subject to the terms of the Mgmt For For
Business Combination Agreement, the
Acquiror Delaware Certificate and the
Acquiror Delaware Bylaws, to take all such
actions as are contemplated by the Business
Combination Agreement to cause the issuance
of its equity securities as called for by
the Egencia Equity Contribution Agreement
and in accordance with the Acquiror
Delaware Certificate, including any
issuances, redemptions and cancellations
and/or adjustments for no consideration.
2k. To require PubCo to issue, reserve for Mgmt For For
issuance, cancel and/or redeem certain of
its equity securities in accordance with
the terms of the Exchange Agreement.
3. The Business Combination Proposal - to Mgmt For For
consider and vote upon a proposal to
approve by ordinary resolution under Cayman
Islands law and adopt, assuming the
Domestication Proposal and Amendment
Proposal are approved, the Business
Combination Agreement (as amended from time
to time, the "Business Combination
Agreement"), dated as of December 2, 2021,
by and between APSG and GBT Jersey Co
Limited, a company limited by shares
incorporated under the laws of Jersey
("GBT"), and the ...(due to space limits,
see proxy material for full proposal).
4. The Issuance Proposal - to consider and Mgmt For For
vote upon a proposal to approve by ordinary
resolution under Cayman Islands law,
assuming the Domestication Proposal, the
Amendment Proposal and the Business
Combination Proposal are approved and
adopted, for the purposes of complying with
the applicable listing rules of the New
York Stock Exchange, the issuance of
Domesticated Acquiror Class A Common Stock
to the PIPE Investors (as defined below)
pursuant to the PIPE Subscription
Agreements (as defined below) (the
"Issuance Proposal").
5. The Equity Incentive Plan Proposal - to Mgmt For For
consider and vote upon a proposal to
approve by ordinary resolution under Cayman
Islands law, assuming the Domestication
Proposal, the Amendment Proposal, the
Business Combination Proposal and the
Issuance Proposal are approved and adopted,
the Global Business Travel Group, Inc. 2022
Equity Incentive Plan, a copy of which is
attached to the enclosed proxy statement/
prospectus as Annex E (the "Equity
Incentive Plan Proposal").
6. The ESPP Proposal - to consider and vote Mgmt For For
upon a proposal to approve by ordinary
resolution under Cayman Islands law,
assuming the Domestication Proposal, the
Amendment Proposal, the Business
Combination Proposal, the Issuance
Proposal, and the Equity Incentive Plan
Proposal are approved and adopted, the
Global Business Travel Group, Inc. Employee
Stock Purchase Plan (the "ESPP"), a copy of
which is attached to the enclosed proxy
statement/prospectus as Annex F (the "ESPP
Proposal" and, ...(due to space limits, see
proxy material for full proposal).
7. The Adjournment Proposal - if put to the Mgmt For For
meeting, to consider and vote upon a
proposal to approve by ordinary resolution
under Cayman Islands law the adjournment of
the Special Meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the proxies held at the time of the
Special Meeting, any of the Condition
Precedent Proposals would not be duly
approved and adopted by our shareholders or
we determine that one or more of the
closing ...(due to space limits, see proxy
material for full proposal).
--------------------------------------------------------------------------------------------------------------------------
ARCHIMEDES TECH SPAC PARTNERS CO. Agenda Number: 935608832
--------------------------------------------------------------------------------------------------------------------------
Security: 039562301
Meeting Type: Special
Meeting Date: 26-Apr-2022
Ticker: ATSPT
ISIN: US0395623012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal: To Mgmt For For
approve the transactions contemplated under
the Merger Agreement, dated as of November
15, 2021 (the "Merger Agreement"), by and
among the Corporation, ATSPC Merger Sub,
Inc., a Delaware corporation and
wholly-owned subsidiary of the Corporation
and SoundHound, Inc., a Delaware
corporation (the "Business Combination").
2. The Charter Amendment Proposal: To approve Mgmt For For
the Second Amended and Restated Certificate
of Incorporation of the Corporation (the
"Amended Charter").
3A. The Advisory Proposal: To increase the Mgmt For For
total number of authorized shares of
capital stock to (i) 499,000,000 shares of
common stock, par value $0.0001 per share,
which shall be designated as 455,000,000
shares of Class A common stock ("Class A
Common Stock"), having one vote per share,
and 44,000,000 shares of Class B common
stock ("Class B Common Stock"), having ten
votes per share, and (ii) 1,000,000 shares
of preferred stock, par value $0.0001 per
share.
3B. The Advisory Proposal: To (a) establish a Mgmt For For
dual class common stock structure
consisting of Class A Common Stock and
Class B Common Stock, (b) provide that
holders of Class A Common Stock will be
entitled to one vote per share and holders
of Class B Common Stock will be entitled to
ten votes per share on all matters properly
submitted to the Combined Company's
stockholders entitled to vote thereon, and
(c) provide that the number of authorized
shares of Class A Common Stock or Class B
...(due to space limits,see proxy material
for full proposal).
3C. The Advisory Proposal: To provide that (i) Mgmt For For
the right of stockholders to call a special
stockholder meeting shall be only called by
the Chairman of the board of directors of
the Corporation (the "Board"), Chief
Executive Officer of the Corporation, or
the Board pursuant to a resolution adopted
by a majority of the Board and to (ii)
remove of the right of stockholders to call
a special stockholder meeting.
3D. The Advisory Proposal: To remove the right Mgmt For For
of stockholders to act by written consent
except to the extent otherwise set forth in
the Bylaws of the Corporation.
3E. The Advisory Proposal: To require the Mgmt For For
approval of holders of at least a majority
of the voting power of the outstanding
shares of capital stock of the Combined
Company entitled to vote generally in the
election of directors, voting together as a
single class to amend certain provisions of
the Amended Charter.
3F. The Advisory Proposal: To remove the waiver Mgmt For For
of the corporate opportunity doctrine with
respect to the Combined Company.
4. The Incentive Plan Proposal: To approve the Mgmt For For
SoundHound AI, Inc. 2022 Incentive Award
Plan to be effective after consummation of
the Business Combination.
5. The ESPP Proposal: To approve the Mgmt For For
SoundHound AI, Inc. 2022 Employee Stock
Purchase Plan to be effective after
consummation of the Business Combination.
6. The Nasdaq Proposal: To approve, (i) for Mgmt For For
purposes of complying with Nasdaq Listing
Rules 5635 (a) and (b), the issuance of
more than 20% of the issued and outstanding
shares of common stock and the resulting
change in control in connection with the
Business Combination.
7A. Election of Director: Dr. Keyvan Mohajer Mgmt For For
7B. Election of Director: James Hom Mgmt For For
7C. Election of Director: Larry Marcus Mgmt For For
7D. Election of Director: Dr. Eric Ball Mgmt For For
7E. Election of Director: Diana Sroka Mgmt For For
8. The Adjournment Proposal: To approve any Mgmt For For
adjournment or postponement of the ATSP
Special Meeting for the purpose of
soliciting additional proxies in the event
the Corporation does not receive the
requisite stockholder vote to approve the
Business Combination Proposal, the Charter
Amendment Proposal, the Advisory Proposal,
the Incentive Plan Proposal, the ESPP
Proposal, the Nasdaq Proposal or the
Directors Proposal.
--------------------------------------------------------------------------------------------------------------------------
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP Agenda Number: 935539114
--------------------------------------------------------------------------------------------------------------------------
Security: 14070Y101
Meeting Type: Special
Meeting Date: 11-Jan-2022
Ticker: CPSR
ISIN: US14070Y1010
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - subject Mgmt For For
to the approval and adoption of the Charter
Amendment Proposal, NYSE Stock Issuance
Proposal, Director Election Proposal and
Equity Incentive Plan Proposal, to (a)
adopt and approve the Business Combination
Agreement, dated as of July 19, 2021 and
amended on November 8, 2021 (as may be
further amended, supplemented or otherwise
modified from time to time, the "Business
Combination Agreement"), a copy of which is
appended to the accompanying ...(due to
space limits, see proxy statement for full
proposal).
2. The Charter Amendment Proposal - to Mgmt For For
approve, assuming the Business Combination
Proposal, NYSE Stock Issuance Proposal,
Director Election Proposal and Equity
Incentive Plan Proposal are approved and
adopted, a proposed amended and restated
certificate of incorporation (the "Proposed
Charter"), which will amend and restate
CPSR's current amended and restated
certificate of incorporation (the "Current
Charter"), and which Proposed Charter will
be in effect when duly filed with the
...(due to space limits, see proxy
statement for full proposal).
3A. Advisory Charter Proposal A - to change the Mgmt For For
corporate name of New Gelesis to "Gelesis
Holdings, Inc.".
3B. Advisory Charter Proposal B - to increase Mgmt For For
CPSR's capitalization so that it will have
900,000,000 authorized shares of common
stock and 250,000,000 authorized shares of
preferred stock.
3C. Advisory Charter Proposal C - to divide the Mgmt For For
New Gelesis board of directors into three
classes with staggered three-year terms.
3D. Advisory Charter Proposal D - to provide Mgmt For For
that the removal of any director be only
for cause and by the affirmative vote of at
least 66 2/3% of New Gelesis'
then-outstanding shares of capital stock
entitled to vote generally in the election
of directors.
3E. Advisory Charter Proposal E - to provide Mgmt For For
that certain amendments to provisions of
the Proposed Charter will require the
approval of at least 66 2/3% of New
Gelesis' then-outstanding shares of capital
stock entitled to vote on such amendment.
3F. Advisory Charter Proposal F - to make New Mgmt For For
Gelesis' corporate existence perpetual as
opposed to CPSR's corporate existence,
which is required to be dissolved and
liquidated 24 months following the closing
of its initial public offering, and to
remove from the Proposed Charter the
various provisions applicable only to
special purpose acquisition companies.
3G. Advisory Charter Proposal G - to remove the Mgmt For For
provisions setting the Court of Chancery of
the State of Delaware as the sole and
exclusive forum for certain stockholder
actions.
4. The NYSE Stock Issuance Proposal - to Mgmt For For
approve, assuming the Business Combination
Proposal, Charter Amendment Proposal,
Director Election Proposal and Equity
Incentive Plan Proposal are approved and
adopted, for purposes of complying with the
applicable provisions of Section 312 of the
NYSE Listed Company Manual, (a) the
issuance of up to 96,876,625 newly issued
shares of common stock, par value $0.0001
per share, of New Gelesis, in the Business
Combination, which amount will be
determined ...(due to space limits, see
proxy statement for full proposal).
5. The Director Election Proposal - to Mgmt For For
approve, assuming the Business Combination
Proposal, Charter Amendment Proposal, NYSE
Stock Issuance Proposal and Equity
Incentive Plan Proposal are approved and
adopted, the appointment of eight directors
who, upon consummation of the Business
Combination, will become directors of New
Gelesis.
6. The Equity Incentive Plan Proposal - to Mgmt For For
approve, assuming the Business Combination
Proposal, Charter Amendment Proposal, NYSE
Stock Issuance Proposal and Director
Election Proposal are approved and adopted,
the Gelesis Holdings, Inc. 2021 Stock
Option and Incentive Plan, a copy of which
is appended to the accompanying proxy
statement/prospectus as Exhibit H to the
Business Combination Agreement, a copy of
which is attached to the accompanying proxy
statement/prospectus as Annex A, which will
become effective the day prior to the
Closing.
7. The Adjournment Proposal - to approve a Mgmt For For
proposal to adjourn the Special Meeting to
a later date or dates, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the Special Meeting, there
are not sufficient votes to approve the
Business Combination Proposal, the Charter
Amendment Proposal, the NYSE Stock Issuance
Proposal, the Director Election Proposal or
the Equity Incentive Plan Proposal, or we
determine that one or more ...(due to space
limits, see proxy statement for full
proposal).
--------------------------------------------------------------------------------------------------------------------------
DUNE ACQUISITION CORPORATION Agenda Number: 935658762
--------------------------------------------------------------------------------------------------------------------------
Security: 265334102
Meeting Type: Special
Meeting Date: 14-Jun-2022
Ticker: DUNE
ISIN: US2653341022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Amend the Company's Amended and Restated Mgmt For For
Certificate of Incorporation to extend the
date by which the Company must consummate a
business combination from June 22, 2022
(the date which is 18 months from the
closing date of the Company's initial
public offering(the "IPO")) to December 22,
2023 (the date which is 36 months from the
closing date of the IPO).
2. A proposal to approve the adjournment of Mgmt For For
the Special Meeting to a later date or
dates, if necessary or appropriate, to
permit further solicitation and vote of
proxies in the event that there are
insufficient votes for, or otherwise in
connection with, the approval of the
Extension Amendment Proposal.
--------------------------------------------------------------------------------------------------------------------------
E.MERGE TECHNOLOGY ACQUISITION CORP Agenda Number: 935671518
--------------------------------------------------------------------------------------------------------------------------
Security: 26873Y104
Meeting Type: Special
Meeting Date: 28-Jun-2022
Ticker: ETAC
ISIN: US26873Y1047
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment Proposal: Amend the Mgmt For For
Company's second amended and restated
certificate of incorporation to extend the
date by which the Company has to consummate
a Business Combination from August 4, 2022
to November 4, 2022 or such earlier date as
determined by the board of directors.
2. Adjournment Proposal: Adjourn the Special Mgmt For For
Meeting to a later date or dates, if
necessary, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of Proposal
1.
--------------------------------------------------------------------------------------------------------------------------
EDTECHX HOLDINGS ACQUISITION CORP. II Agenda Number: 935644244
--------------------------------------------------------------------------------------------------------------------------
Security: 28139A102
Meeting Type: Special
Meeting Date: 02-Jun-2022
Ticker: EDTX
ISIN: US28139A1025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment Proposal: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination to December 15, 2022.
2. Adjournment Proposal: Approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if the Company
determines that additional time is
necessary to effectuate the Extension.
--------------------------------------------------------------------------------------------------------------------------
ENVIRONMENTAL IMPACT ACQUISITION CORP Agenda Number: 935543389
--------------------------------------------------------------------------------------------------------------------------
Security: 29408N106
Meeting Type: Special
Meeting Date: 01-Feb-2022
Ticker: ENVI
ISIN: US29408N1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - to Mgmt For For
consider and vote upon a proposal to
approve and adopt the Business Combination
Agreement, dated as of August 9, 2021 (the
"Merger Agreement"), by and among
Environmental Impact Acquisition Corp.
("ENVI"), Honey Bee Merger Sub Inc.
("Merger Sub"), a Delaware corporation and
wholly owned subsidiary of ENVI and
GreenLight Biosciences, Inc.
("GreenLight"), a Delaware corporation, a
copy of which is attached to the proxy
statement/prospectus statement as Annex A.
2. The Public Benefit Corporation Proposal - Mgmt For For
to consider and vote upon a proposal to
approve the conversion of ENVI into a
Delaware public benefit corporation,
effective at the the time that the Merger
becomes effective (the "Effective Time"),
by adopting the Public Benefit Corporation
Charter, which is identical to the second
amended and restated certificate of
incorporation of New GreenLight (the
"Proposed Charter") except that it also
contains the provisions necessary or
desirable for the conversion of ENVI to a
public benefit corporation.
3. The Charter Amendment Proposal - to Mgmt For For
consider and vote upon a proposal to
approve and adopt the Proposed Charter to
be in effect following the Business
Combination, which, if approved, would take
effect at the Effective Time.
4A. to change the authorized capital stock of Mgmt For For
ENVI from (a) 100,000,000 shares of ENVI
Class A Common Stock, 20,000,000 shares of
ENVI Class B Common Stock and 1,000,000
shares of undesignated preferred stock of
ENVI to (b) 500,000,000 shares of New
GreenLight Common Stock and 10,000,000
shares of undesignated preferred stock of
New GreenLight.
4B. to provide that, in addition to any vote Mgmt For For
required by applicable law or the
certificate of inc. or bylaws of New
GreenLight, the affirmative vote of holders
of at least seventy-five percent (75%) of
voting power of the then-outstanding shares
of capital stock of New GreenLight entitled
to vote generally in election of directors,
voting together as a single class, will be
required for stockholders to reduce total
number of shares of New GreenLight
Preferred Stock authorized to be issued by
New GreenLight or to amend, alter, change
or repeal, or adopt.
4C. to provide that provisions of Proposed Mgmt For For
Bylaws may be adopted, amended, altered or
repealed either (x) by approval of majority
of New GreenLight Board or (y) the
affirmative vote of holders of at least
seventy-five percent (75%) of voting power
of then- outstanding shares of capital
stock of New GreenLight entitled to vote
generally in election of directors, voting
together as a single class, provided that
voting requirement is reduced to a majority
if New GreenLight Board recommends that
stockholders approve the adoption,
amendment, alteration or repeal.
5. The Nasdaq Proposal - to consider and vote Mgmt For For
upon a proposal to approve for purposes of
complying with the applicable provisions of
Nasdaq Stock Market Listing Rule 5635, to
approve the issuance of shares of New
GreenLight Common Stock in connection with
the Business Combination Agreement.
6. The Incentive Award Plan Proposal - to Mgmt For For
consider and vote upon a proposal to
approve and adopt the New Greenlight 2022
Equity and Incentive Plan, a copy of which
is attached to the proxy
statement/prospectus as Annex H.
7. The Employee Stock Purchase Plan Proposal - Mgmt For For
to consider and vote upon a proposal to
approve and adopt the New GreenLight 2022
Employee Stock Purchase Plan, a copy of
which is attached to the proxy
statement/prospectus as Annex I.
8. DIRECTOR
Eric O'Brien Mgmt For For
Jennifer E. Pardi Mgmt For For
Matthew Walker Mgmt For For
Martha Schlicher Mgmt For For
Andrey Zarur Mgmt For For
Charles Cooney Mgmt For For
Ganesh Kishore Mgmt For For
9. The Adjournment Proposal - to consider and Mgmt For For
vote upon a proposal to approve adjournment
of Special Meeting to a later date or dates
(A) to extent necessary to ensure that any
required supplement or amendment to proxy
statement/prospectus is provided to ENVI
stockholders.
--------------------------------------------------------------------------------------------------------------------------
FIRSTMARK HORIZON ACQUISITION CORP. Agenda Number: 935552275
--------------------------------------------------------------------------------------------------------------------------
Security: 33765Y101
Meeting Type: Special
Meeting Date: 16-Mar-2022
Ticker: FMAC
ISIN: US33765Y1010
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal to
approve the Agreement and Plan of
Merger,dated as of October 6, 2021 (as
amended from time to time, the "Merger
Agreement"), by and among FirstMark, Sirius
Merger Sub Inc., a Delaware corporation and
a direct wholly owned subsidiary of
FirstMark ("Merger Sub"), Starry, Inc., a
Delaware corporation ("Starry") and Starry
Group Holdings, Inc., a Delaware
corporation and wholly owned direct
subsidiary of Starry ...(due to space
limits, see proxy material for full
proposal).
2. The Organizational Documents Proposal - To Mgmt For For
approve and adopt the proposed new
certificate of incorporation (the "Proposed
Charter") and bylaws (the "Proposed Bylaws"
and, together with the Proposed Charter,
the "Proposed Organizational Documents") of
New Starry as the post-SPAC Merger company,
which would take effect substantially
concurrently with the effectiveness of the
SPAC Merger (the "Organizational Documents
Proposal").
3A. The Advisory Organizational Document Mgmt For For
Proposal - Approve and adopt a provision of
the Proposed Charter providing that the
name of New Starry will be "Starry Group
Holdings,Inc."
3B. The Advisory Organizational Document Mgmt For For
Proposal - Change the corporate purpose to
one more appropriate for a public operating
company.
3C. The Advisory Organizational Document Mgmt For For
Proposal - Set the number of authorized
shares of Class A common stock of New
Starry, par value $0.0001 per share ("New
Starry Class A Common Stock"), to
800,000,000, the number of authorized
shares of Class X common stock, par value
$0.0001 per share ("New Starry Class X
Common Stock"), to 50,000,000 and the
number of authorized shares of New Starry
Preferred Stock to 10,000,000.
3D. The Advisory Organizational Document Mgmt For For
Proposal - Provide that holders of New
Starry Class A Common Stock will be
entitled to one vote per share of New
Starry Class A Common Stock and holders of
New Starry Class X Common Stock will (i)
prior to the Sunset Date (as defined in the
section entitled "Selected Definitions"),
be entitled to cast twenty votes per share
and (ii) on the Sunset Date, each share of
New Starry Class X Common Stock will
automatically convert into one share
...(due to space limits, see proxy material
for full proposal).
3E. The Advisory Organizational Document Mgmt For For
Proposal - Provide that directors may be
removed with or without cause under varying
circumstances.
3F. The Advisory Organizational Document Mgmt For For
Proposal - Provide that certain
transactions are not "corporate
opportunities" and that the Identified
Persons (as defined in the Proposed
Charter) are not subject to the doctrine of
corporate opportunity and such Identified
Persons do not have any fiduciary duty to
refrain from engaging directly or
indirectly in the same or similar business
activities or lines of business as New
Starry or any of its subsidiaries.
3G. The Advisory Organizational Document Mgmt For For
Proposal - Provide that New Starry will not
be governed by Section 203 of the DGCL and,
instead, include a provision in the
Proposed Charter that is substantially
similar to Section 203 of the DGCL, and
acknowledge that certain stockholders
cannot be "interested stockholders" (as
defined in Proposed Charter); provided that
the restrictions on business combinations
will apply for twelve months following the
date the Proposed Charter is filed.
3H. The Advisory Organizational Document Mgmt For For
Proposal - Provide that until the Sunset
Date, any action required or permitted to
be taken by the stockholders of New Starry
may be effected at a duly called annual or
special meeting of stockholders or, except
as otherwise required by applicable law or
the Proposed Charter, be taken without a
meeting, by written consent and that
following the Sunset Date, any action
required or permitted to be taken by the
stockholders of New Starry must be effected
at ...(due to space limits, see proxy
material for full proposal).
3I. The Advisory Organizational Document Mgmt For For
Proposal - Increase the required voting
thresholds for approving any amendments to
the Proposed Bylaws to 662/3%.
3J. The Advisory Organizational Document Mgmt For For
Proposal - Increase the required voting
thresholds for approving certain amendments
to the Proposed Charter to 662/3%.
3K. The Advisory Organizational Document Mgmt For For
Proposal - Eliminate various provisions
applicable only to blank check companies.
4. The Exchange Proposal - To consider and Mgmt For For
vote upon a proposal to approve, for the
purposes of complying with the applicable
listing rules of the New York Stock
Exchange, the issuance of (i) shares of New
Starry Class A Common Stock and New Starry
Class X Common Stock pursuant to the terms
of the Merger Agreement, (ii) shares of New
Starry Class A Common Stock to the PIPE
Investors (as defined in the proxy
statement/prospectus) pursuant to the PIPE
Subscription Agreements (as defined ...(due
to space limits, see proxy material for
full proposal).
5. The Equity Incentive Plan Proposal - To Mgmt For For
approve on a non-binding advisory basis the
Equity Incentive Plan, a copy of which is
attached to the proxy statement/prospectus
as Annex J (the "Equity Incentive Plan
Proposal").
6. The ESPP Proposal - To approve on a Mgmt For For
non-binding advisory basis the ESPP, a copy
of which is attached to the proxy
statement/prospectus as Annex K (the "ESPP
Proposal").
7. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the Special Meeting to a
later date or dates, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the Special Meeting, any of
the Condition Precedent Proposals would not
be duly approved and adopted by our
stockholders or we determine that one or
more of the closing conditions under the
Merger Agreement is not satisfied or waived
(the "Adjournment Proposal").
--------------------------------------------------------------------------------------------------------------------------
GIGCAPITAL4, INC. Agenda Number: 935518956
--------------------------------------------------------------------------------------------------------------------------
Security: 37518G101
Meeting Type: Special
Meeting Date: 03-Dec-2021
Ticker: GIG
ISIN: US37518G1013
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve and adopt the Agreement and Plan Mgmt For For
of Merger dated June 4, 2021, as amended on
August 6, 2021, and as it may be further
amended from time to time, the ("Merger
Agreement") by and among the Company,
GigCapital4 Merger Sub Corporation, a
Delaware corporation ("Merger Sub"),
BigBear.ai Holdings, LLC, a Delaware
limited liability company ("BigBear"), and
BBAI Ultimate Holdings, LLC, a Delaware
limited liability company, a copy of which
is attached to the proxy statement as Annex
A, and approve the transactions
contemplated thereby.
2. To approve, for purposes of complying with Mgmt For For
applicable Nasdaq listing rules, the
issuance of more than 20% of the Company's
outstanding GigCapital4 Common Stock in
connection with the Business Combination
and the Convertible Note Subscription
Agreements, including up to 123,710,000
shares of GigCapital4 Common Stock to
Ultimate as the sole equity holder of
BigBear, and 17,391,304 shares of
GigCapital4 Common Stock upon conversion of
the Convertible Notes.
3. To consider and vote upon a proposal to Mgmt For For
amend the Company's current amended and
restated certificate of incorporation (the
"Charter") to provide for the
classification of our board of directors
(our "Board") into three classes of
directors with staggered terms of office
and to make certain related changes.
4. To consider and vote upon a proposal to Mgmt For For
amend the Company's Charter to provide for
certain additional changes, including but
not limited to changing the Company's name
from "GigCapital4, Inc." to "BigBear.ai
Holdings, Inc." and eliminating certain
provisions specific to our status as a
blank check company.
5A. To approve the BigBear.ai Holdings, Inc. Mgmt For For
2021 Long-Term Incentive Plan (the "2021
Plan"), including the authorization of the
initial share reserve under the 2021 Plan.
5B. To approve the BigBear.ai Holdings, Inc. Mgmt For For
2021 Employee Stock Purchase Plan (the
"2021 ESPP"), including the authorization
of the initial share reserve under the 2021
ESPP.
6. To elect, effective at Closing, eleven Mgmt For For
directors to serve staggered terms on our
board of directors until the 2022, 2023 and
2024 annual meetings of stockholders,
respectively, and until their respective
successors are duly elected and qualified.
7. To approve, if necessary the adjournment of Mgmt For For
the Special Meeting to a later date or
dates to permit further solicitation and
votes of proxies in the event there are
insufficient votes for, or otherwise in
connection with, the approval of the
Business Combination Proposal, the Nasdaq
Stock Issuance Proposal, the Charter
Amendment Proposals, the Equity Plans
Proposals or the Election of Directors
Proposal. This proposal will only be
presented at the Special Meeting if there
are not sufficient votes to approve the
proposals.
--------------------------------------------------------------------------------------------------------------------------
GLOBAL SPAC PARTNERS CO. Agenda Number: 935582468
--------------------------------------------------------------------------------------------------------------------------
Security: G3934K103
Meeting Type: Special
Meeting Date: 11-Apr-2022
Ticker: GLSPT
ISIN: KYG3934K1031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) The Extension Amendment Proposal - To Mgmt For For
amend, by way of special resolution, the
amended and restated Memorandum and
Articles of Association of Global SPAC
Partners Co. ("Global") to extend the date
by which Global has to consummate a
business combination from April 13, 2022 to
July 13, 2022 (or such earlier date as
determined by Global's Board of Directors).
2) The Adjournment Proposal - To instruct the Mgmt For For
chairman of the extraordinary general
meeting to adjourn the extraordinary
general meeting of Global shareholders to a
later date or dates, if necessary, to
permit further solicitation and vote of
Proxies if, based upon the tabulated vote
at the time of the special meeting, there
are not sufficient votes to approve the
Extension Amendment Proposal.
--------------------------------------------------------------------------------------------------------------------------
GLOBIS ACQUISITION CORP. Agenda Number: 935655590
--------------------------------------------------------------------------------------------------------------------------
Security: 379582109
Meeting Type: Special
Meeting Date: 07-Jun-2022
Ticker: GLAQ
ISIN: US3795821095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote upon, on a non-binding Mgmt For For
advisory basis, a proposal to change the
corporate structure and jurisdiction of
incorporation of Globis Nevada by way of
continuation, an alteration of its
authorized and issued share capital and re-
registration from a Nevada corporation to a
public company limited by shares
incorporated under the laws of Gibraltar to
be known as "Forafric Global PLC" ("New
Forafric").
2. To consider and vote upon a proposal to Mgmt For For
approve and adopt (a) the merger of Globis
with and into Merger Sub, with Merger Sub
surviving (the "Merger"), and (b) the
appointment of an agent to act on behalf of
Globis stockholders such that, subject to
and immediately following the completion of
the Merger, the agent will exchange the
issued and outstanding shares of common
stock of Merger Sub issued pursuant to the
Merger, on a one-for-one basis, for
ordinary shares of New Forafric.
3. To consider and vote upon a proposal to Mgmt For For
approve the Business Combination Agreement,
entered into as of December 19, 2021 (as
amended or supplemented from time to time,
the "Business Combination Agreement"), by
and among Globis, Lighthouse Capital
Limited ("Seller"), Forafric Agro Holdings
Limited ("FAHL") and Globis Nevada, and the
transactions contemplated by the Business
Combination Agreement.
4. To consider and vote upon the approval of Mgmt For For
the Equity Incentive Plan.
5. DIRECTOR
Saad Bendidi Mgmt For For
Julien Benitah Mgmt For For
Franco Cassar Mgmt For For
James Lasry Mgmt For For
Paul Packer Mgmt For For
Ira Greenstein Mgmt For For
Rachel Bitan Mgmt For For
6. To consider and vote upon the terms of the Mgmt For For
Proposed Organizational Documents of New
Forafric, including authorization of the
change in authorized share capital as
indicated therein and the change of name of
Globis to "Forafric Global PLC" assuming
the Business Combination Proposal and the
Merger and Exchange Proposal are approved
and adopted.
7a. To acknowledge and agree to the change in Mgmt For For
the authorized capital stock of Globis from
(i) 100,000,000 Common Stock, and 1,000,000
Preferred Stock, par value $0.0001 per
share, to (ii) 100,000,000 Ordinary Shares
and 1,000,000 Preferred Shares of New
Forafric.
7b. To acknowledge and agree to all other Mgmt For For
changes in connection with the replacement
of terms of the Existing Organizational
Documents with being subject to the terms
of the Memorandum and Articles of
Association to be adopted following the
Redomiciliation and as a consequence of the
re-registration as a Gibraltar public
company limited by shares.
8. To consider and vote upon, for the purposes Mgmt For For
of complying with the applicable provisions
of Nasdaq Listing Rule 5635(a), the
issuance of Ordinary Shares and securities
convertible into or exchangeable for
Ordinary Shares in connection with the
Business Combination, and the Ordinary
Shares issued in connection with the PIPE
Investment, the conversion of the FAHL
Bonds and the conversion of the FAHL
Related Party Loans.
9. To consider and vote upon a proposal to Mgmt For For
adjourn the Stockholders Meeting to a later
date or dates, if necessary, to permit
further solicitation and vote of proxies
if, based on the tabulated vote, there are
not sufficient votes at the time of the
Stockholders Meeting to authorize Globis to
consummate the Business Combination.
--------------------------------------------------------------------------------------------------------------------------
GROWTH CAPITAL ACQUISITION CORP. Agenda Number: 935545650
--------------------------------------------------------------------------------------------------------------------------
Security: 39986V107
Meeting Type: Special
Meeting Date: 09-Feb-2022
Ticker: GCAC
ISIN: US39986V1070
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
approve and adopt the Business Combination
Agreement, dated as of August 4, 2021 (as
amended by the Amendment to the Business
Combination Agreement, dated as of January
21, 2022, and as it may be further amended
or supplemented from time to time, the
"Business Combination Agreement"), by and
among Growth Capital Acquisition Corp., a
Delaware corporation (the "Company"), GCAC
Merger Sub Inc., a Delaware corporation and
newly formed wholly-owned subsidiary
...(due to space limits, see proxy
statement for full proposal).
2. The Amended and Restated Charter Proposal - Mgmt For For
To approve the amendment and restatement,
in connection with the closing of the
Business Combination, of the Company's
existing amended and restated certificate
of incorporation by adopting the second
amended and restated certificate of
incorporation, a copy of which is included
as Annex B to the Proxy Statement.
3. The Nasdaq Proposal - To approve, for Mgmt For For
purposes of complying with the applicable
listing rules of the Nasdaq Stock Market,
the issuance of (i) shares of the Company's
common stock pursuant to the Business
Combination Agreement and (ii)
approximately $59.5 million of shares of
the Company's Class A common stock to
investors in a PIPE financing to be
completed in connection with the Business
Combination.
4. The Incentive Plan Proposal - To approve Mgmt For For
and adopt the 2022 Equity Incentive Plan,
including the initial share reserve and
automatic increases thereunder, a copy of
which is included as Annex D to the Proxy
Statement.
5. The Employee Stock Purchase Plan Proposal - Mgmt For For
To approve and adopt the Employee Stock
Purchase Plan, including the initial share
reserve and automatic increases thereunder,
a copy of which is included as Annex E to
the Proxy Statement.
6. The Adjournment Proposal - To adjourn the Mgmt For For
Special Meeting to a later date or dates,
if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
Special Meeting, the Company is not
authorized to consummate the transactions
contemplated by the Business Combination
Agreement, including the Merger.
--------------------------------------------------------------------------------------------------------------------------
HEALTHCARE CAPITAL CORP. Agenda Number: 935544898
--------------------------------------------------------------------------------------------------------------------------
Security: 42228C101
Meeting Type: Special
Meeting Date: 18-Feb-2022
Ticker: HCCC
ISIN: US42228C1018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
approve and adopt the Agreement and Plan of
Merger, dated as of July 7, 2021 (as it may
be amended or supplemented from time to
time, the "Merger Agreement"), by and among
HCCC, Alpha Tau Medical Ltd., a company
organized under the laws of the state of
Israel ("Alpha Tau") and Archery Merger Sub
Inc., a Delaware corporation and
wholly-owned subsidiary of Alpha Tau
("Merger Sub"), and the transactions
contemplated therein.
2.1 The Charter Proposal - To approve and adopt Mgmt For For
the name of the new public entity will be
"Alpha Tau Medical Ltd." as opposed to
"Healthcare Capital Corp.".
2.2 The Charter Proposal - To approve and adopt Mgmt For For
the Alpha Tau Articles will provide for one
class of ordinary shares as opposed to the
two classes of common stock provided for in
the HCCC Charter.
2.3 The Charter Proposal - To approve and adopt Mgmt For For
Alpha Tau's corporate existence is
perpetual as opposed to HCCC's corporate
existence terminating if a business
combination is not consummated within a
specified period of time.
2.4 The Charter Proposal - To approve and adopt Mgmt For For
the Alpha Tau Articles will not include the
various provisions applicable only to
special purpose acquisition corporations
that the HCCC Charter contains.
3. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to adjourn this
special meeting to a later date or dates,
if necessary, if the parties are not able
to consummate the Business Combination.
--------------------------------------------------------------------------------------------------------------------------
HEALTHCOR CATALIO ACQUISITION CORP. Agenda Number: 935530572
--------------------------------------------------------------------------------------------------------------------------
Security: G44125105
Meeting Type: Special
Meeting Date: 21-Dec-2021
Ticker: HCAQ
ISIN: KYG441251058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - Mgmt For For
RESOLVED, as an ordinary resolution, that
HealthCor's entry into the Business
Combination Agreement, dated as of July 7,
2021 (as the same has been or may be
amended, modified, supplemented or waived
from time to time, the "Business
Combination Agreement"), by and among
HealthCor, Optimus Merger Sub I, Inc., a
Delaware corporation and wholly owned
subsidiary of HealthCor ("Merger Sub I"),
Optimus Merger Sub II, Inc., a Delaware
corporation and wholly owned subsidiary
...(due to space limits, see proxy
statement for full proposal).
2. The Domestication Proposal - RESOLVED, as a Mgmt For For
special resolution, that the change of
HealthCor's jurisdiction of incorporation
from the Cayman Islands to the State of
Delaware (the "Domestication") by
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
(HealthCor following the Domestication,
"New Hyperfine" and such proposal, the
"Domestication Proposal") be approved,
ratified and confirmed in all respects.
3. The Organizational Documents Proposal - Mgmt For For
RESOLVED, as a special resolution, that,
assuming the Business Combination Proposal
and the Domestication Proposal are approved
and adopted, the amendment and restatement
of the Current Articles by their deletion
and replacement with the proposed new
certificate of incorporation (the "Proposed
Charter") and bylaws (the "Proposed Bylaws"
and, together with the Proposed Charter,
the "Proposed Organizational Documents") of
New Hyperfine, which, if approved, ...(due
to space limits, see proxy statement for
full proposal).
4A. Advisory Charter Proposal 4A - RESOLVED, Mgmt For For
that the authorized share capital in the
Proposed Charter be increased from
555,000,000 shares divided into 500,000,000
Class A ordinary shares, par value $0.0001
per share (the "Class A ordinary shares"),
50,000,000 Class B ordinary shares, par
value $0.0001 per share (the "Class B
ordinary shares" and, together with the
Class A ordinary shares, the "ordinary
shares"), and 5,000,000 preference shares,
par value $0.0001 per share (the
"preference ...(due to space limits, see
proxy statement for full proposal).
4B. Advisory Charter Proposal 4B - RESOLVED, Mgmt For For
that the Proposed Charter provide that
holders of shares of Class A common stock
will be entitled to cast one vote per share
of Class A common stock and (i) prior to
the effective time of the Mergers (the
"Effective Time"), holders of shares of
Class B common stock will have the right to
one vote per share of Class B common stock,
and (ii) effective upon the Effective Time,
holders of shares of Class B common stock
will be entitled to cast 20 votes ...(due
to space limits, see proxy statement for
full proposal).
4C. Advisory Charter Proposal 4C - RESOLVED, Mgmt For For
that the Proposed Charter provide that any
action required or permitted to be taken by
the stockholders of New Hyperfine at any
annual or special meeting of stockholders
of New Hyperfine may be taken by written
consent until the time the issued and
outstanding shares of Class B common stock
represent less than 50% of the voting power
of the then outstanding shares of capital
stock of New Hyperfine that would be
entitled to vote in the election of ...
(due to space limits, see proxy statement
for full proposal).
4D. Advisory Charter Proposal 4D - RESOLVED, Mgmt For For
that amendments to certain provisions of
the Proposed Charter relating to the rights
of Class A common stock and Class B common
stock will require (i) so long as any
shares of Class B common stock remain
outstanding, the affirmative vote of the
holders of at least two-thirds of the
outstanding shares of Class B common stock,
voting as a separate class, (ii) so long as
any shares of Class A common stock remain
outstanding, the affirmative vote of the
...(due to space limits, see proxy
statement for full proposal).
4E. Advisory Charter Proposal 4E - RESOLVED, Mgmt For For
that the Proposed Bylaws may be amended,
altered, repealed or adopted either (x) by
the affirmative vote of a majority of the
board of directors of New Hyperfine (the
"New Hyperfine Board") present at any
regular or special meeting of the New
Hyperfine Board at which a quorum is
present or (y) (i) when the issued and
outstanding shares of Class B common stock
represents less than 50% of the voting
power of the then outstanding shares of
capital stock ... (due to space limits, see
proxy statement for full proposal).
4F. Advisory Charter Proposal 4F - RESOLVED, Mgmt For For
that the Proposed Charter provide that the
number of directors will be fixed and may
be modified by the New Hyperfine Board;
provided that, prior to the first date on
which the issued and outstanding shares of
Class B common stock represents less than
50% of the voting power of the then
outstanding shares of capital stock of New
Hyperfine that would be entitled to vote in
the election of directors, the number of
directors cannot exceed a certain ... (due
to space limits, see proxy statement for
full proposal).
4G. Advisory Charter Proposal 4G - RESOLVED, Mgmt For For
that the Proposed Charter provide that the
New Hyperfine Board is not classified, and
that the New Hyperfine directors shall
serve for a term of one year, expiring at
the next annual meeting of stockholders of
New Hyperfine, as opposed to the Current
Articles, which provide that HealthCor's
board of directors is divided into three
classes, with each class elected for
staggered three year terms.
4H. Advisory Charter Proposal 4H - RESOLVED, Mgmt For For
that the Proposed Charter provide that any
or all directors of New Hyperfine may be
removed from office at any time with or
without cause and for any or no reason only
with and immediately upon, (i) on or after
the date on which the issued and
outstanding shares of Class B common stock
represents less than 50% of the voting
power of the then outstanding shares of
capital stock of New Hyperfine that would
be entitled to vote in the election of
directors, the ... (due to space limits,
see proxy statement for full proposal).
4I. Advisory Charter Proposal 4I - RESOLVED, Mgmt For For
that various provisions in the Current
Articles applicable only to blank check
companies, including the provisions
requiring that HealthCor have net tangible
assets of at least $5,000,001 immediately
prior to, or upon such consummation of, a
business combination, be eliminated.
5. The Stock Issuance Proposal - RESOLVED, as Mgmt For For
an ordinary resolution, that, assuming the
Business Combination Proposal, the
Domestication Proposal and the
Organizational Documents Proposal are
approved and adopted, for the purposes of
complying with the applicable listing rules
of The Nasdaq Stock Market ("Nasdaq"), the
issuance of (i) an aggregate of 29,663,067
shares of Class A common stock to
stockholders of Hyperfine pursuant to the
terms of the Business Combination
Agreement, ... (due to space limits, see
proxy statement for full proposal).
6. The Director Election Proposal - RESOLVED, Mgmt For For
as an ordinary resolution, that, assuming
the Business Combination Proposal, the
Domestication Proposal, the Organizational
Documents Proposal and the Stock Issuance
Proposal are approved and adopted, the
appointment of seven directors who,
effective immediately after the Effective
Time, will become the directors of New
Hyperfine until their respective successors
are duly elected and qualified pursuant to
the terms of the Proposed ... (due to space
limits, see proxy statement for full
proposal).
7. The Incentive Plan Proposal - RESOLVED, as Mgmt For For
an ordinary resolution, that, assuming the
Business Combination Proposal, the
Domestication Proposal, the Organizational
Documents Proposal, the Stock Issuance
Proposal and the Director Election Proposal
are approved and adopted, the Hyperfine,
Inc. 2021 Equity Incentive Plan (the
"Incentive Plan Proposal") be approved and
adopted.
8. The Adjournment Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that the adjournment
of the extraordinary general meeting to a
later date or dates, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the extraordinary general
meeting, any of the Business Combination
Proposal, the Domestication Proposal, the
Organizational Documents Proposal, the
Stock Issuance Proposal or the Incentive
Plan Proposal would not be duly ... (due to
space limits, see proxy statement for full
proposal).
--------------------------------------------------------------------------------------------------------------------------
L&F ACQUISITION CORP Agenda Number: 935611055
--------------------------------------------------------------------------------------------------------------------------
Security: G53702109
Meeting Type: Special
Meeting Date: 03-May-2022
Ticker: LNFA
ISIN: KYG537021092
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Extension Amendment Proposal - Mgmt For For
RESOLVED, as a special resolution that: a)
the first sentence of Article 49.7 of L&F's
Amended and Restated Memorandum and
Articles of Association be deleted in its
entirety and replaced with the following
new first sentence of Article 49.7: "In the
event that the Company does not consummate
a Business Combination by August 24, 2022,
or such later time as the Members may
approve in accordance with the Articles,
the Company shall:" b) Article 49.8(a) of
L&F's ...(due to space limits, see proxy
material for full proposal).
2. The Adjournment Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that the adjournment
of the Shareholder Meeting to a later date
or dates if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
Shareholder Meeting, there are insufficient
Class A ordinary shares, par value $0.0001
per share and Class B ordinary shares, par
value $0.0001 per share in the capital of
L&F represented (either in person or by
proxy) to constitute a quorum necessary
...(due to space limits, see proxy material
for full proposal).
--------------------------------------------------------------------------------------------------------------------------
M3-BRIGADE ACQUISITION II CORP. Agenda Number: 935542945
--------------------------------------------------------------------------------------------------------------------------
Security: 553800103
Meeting Type: Special
Meeting Date: 09-Feb-2022
Ticker: MBAC
ISIN: US5538001034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Business Combination Proposal - To consider Mgmt For For
and vote upon a proposal to approve the
transactions contemplated by the Agreement
and Plan of Merger, dated as August 16,
2021 (as it may be amended from time to
time in accordance with its terms, the
"Merger Agreement"), by and among
M3-Brigade Acquisition II Corp. (the
"Company"), Blue Steel Merger Sub Inc.
("Merger Sub") and Syniverse Corporation
("Syniverse"), including the business
combination described in the accompanying
proxy statement (the "Business
Combination").
2. To approve, (i) the issuance of more than Mgmt For For
20% of the issued and outstanding shares,
and (ii) the issuance of more than one
percent of the issued and outstanding
shares of Common Stock.
3. Charter Proposal - To consider and vote Mgmt For For
upon a proposal to adopt two separate
proposed charters, proposed charter
alternative A, substantially in the form
attached to the accompanying proxy
statement as Annex B-1 ("Charter Amendment
Alternative A"), and proposed charter
alternative B, substantially in the form
attached to the accompanying proxy
statement as Annex B-2 ("Charter Amendment
Alternative B," and together with Charter
Amendment Alternative A, the "Charter
Amendments");
4A. Super Majority Vote Requirements - Proposal Mgmt For For
to add a super majority vote provision
requiring that the prior affirmative vote
of holders of at least sixty-six and
two-thirds percent of the voting power of
the outstanding shares of Common Stock,
voting as a single class will be required
before the Company.
4B. Change in Authorized Shares - Proposal (i) Mgmt For For
in the case of Charter Amendment
Alternative A, to increase our total number
of authorized shares of all classes of
Common Stock (ii) in the case of Charter
Amendment Alternative B, to increase our
total number of authorized shares of all
classes of Common Stock.
4C. Corporate Opportunity - To consider and Mgmt For For
vote upon a proposal to update the
provisions regarding corporate
opportunities to, among other things.
4D. Declassification of Board - To consider and Mgmt For For
vote upon a proposal to declassify our
Board.
4E. Special Quorum Requirement and Director Mgmt For For
Voting Rights related to Carlyle and Twilio
- To consider and vote upon a proposal to
make certain of the terms of the Second
Amended and Restated Certificate of
Incorporation and also provide that for as
long as any director nominated by Carlyle
and its affiliates.
4F. Ability to Call a Special Meeting - To Mgmt For For
consider and vote upon a proposal to
provide that special meetings can only be
called by the Board (or an officer of the
Company at the direction of the Board) and
no longer individually by the Company's
Chief Executive Officer or the Chairman of
the Board.
4G. Class A Stock to Have Exclusive Right to Mgmt For For
Vote for the Election and Removal of
Directors - To consider and vote upon a
proposal to give the Class A Stock the
exclusive right to vote for the election
and removal of directors and the Class C
Stock no right to vote for the election or
removal of directors.
5. DIRECTOR
James Attwood Mgmt For For
Kevin Beebe Mgmt For For
Orisa Cherenfant Mgmt For For
Andrew Davies Mgmt For For
Tony Holcombe Mgmt For For
Greg Kleiner Mgmt For For
Dan Mead Mgmt For For
Mohsin Y. Meghji Mgmt For For
Lauren Nemeth Mgmt For For
Matthew Perkal Mgmt For For
Raymond Ranelli Mgmt For For
6. Incentive Award Plan Proposal - To consider Mgmt For For
and vote upon a proposal to adopt the
Syniverse Technologies Corporation 2021
Omnibus Incentive Plan (the "Incentive
Award Plan"), a copy of which is attached
to the accompanying proxy statement as
Annex J, including the authorization of the
initial share reserve under the Incentive
Award Plan.
7. Adjournment Proposal - To consider and vote Mgmt For For
upon a proposal to adjourn the Special
Meeting to a later date or dates, if
necessary, to permit further solicitation
and vote of proxies if there are
insufficient votes for, or otherwise.
--------------------------------------------------------------------------------------------------------------------------
MOTIVE CAPITAL CORP Agenda Number: 935552629
--------------------------------------------------------------------------------------------------------------------------
Security: G6293A103
Meeting Type: Special
Meeting Date: 15-Mar-2022
Ticker: MOTV
ISIN: KYG6293A1031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - Mgmt For For
Proposal to approve and adopt by ordinary
resolution the Agreement and Plan of
Merger, dated as of September 13, 2021 (the
"Merger Agreement"), by and among Motive,
FGI Merger Sub, Inc., a wholly owned
subsidiary of Motive ("Merger Sub"), and
Forge Global, Inc. ("Forge"), a copy of
which is attached as Annex A to the Proxy
Statement, and the transactions
contemplated thereunder, including the
merger of Merger Sub with and into Forge
(the "Merger" and, together with ...(due to
space limits, see proxy material for full
proposal).
2. The Redomestication Proposal - Proposal to Mgmt For For
approve by special resolution the change of
Motive's jurisdiction of incorporation by
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
Merger, the "Business Combination").
Approval of the Business Combination
Proposal, the Redomestication Proposal, the
Binding Charter Proposal, and the ...(due
to space limits, see proxy material for
full proposal).
3A. Authorized Shares - Proposal to authorize Mgmt For For
the change in the authorized capital stock
of Motive from (i) 500,000,000 Class A
ordinary shares, 50,000,000 Class B
ordinary shares and 5,000,000 preference
shares, par value $0.0001 per share, to
(ii) 2,000,000,000 shares of Domestication
Common Stock and 100,000,000 shares of New
Forge preferred stock.
3B. Exclusive Forum Provision - Proposal to Mgmt For For
authorize adopting Delaware as the
exclusive forum for certain stockholder
litigation.
3C. Adoption of Supermajority Vote Requirement Mgmt For For
to Amend the Proposed Organizational
Documents - Proposal to approve provisions
requiring the affirmative vote of at least
(i) two-thirds of the outstanding shares of
capital stock entitled to vote to adopt,
amend or repeal the Proposed Bylaws and
(ii) two-thirds of the outstanding shares
of capital stock entitled to vote, and two-
thirds of the outstanding shares of each
class entitled to vote as a class, to amend
or repeal any provision of Articles V (the
...(due to space limits, see proxy material
for full proposal).
3D. Removal of Directors - Proposal to approve Mgmt For For
provisions permitting the removal of a
director only for cause and only by the
affirmative vote of not less than
two-thirds of the outstanding shares
entitled to vote at an election of
directors, voting together as a single
class.
3E. Action by Written Consent of Stockholders - Mgmt For For
Proposal to approve provisions requiring
stockholders to take action at an annual or
special meeting and prohibiting stockholder
action by written consent in lieu of a
meeting.
3F. Other Changes In Connection With Adoption Mgmt For For
of the Proposed Organizational Documents -
Proposal to authorize (1) changing the
corporate name from "Motive Capital Corp"
to "Forge Global Holdings, Inc.", (2)
making New Forge's corporate existence
perpetual, and (3) removing certain
provisions related to Motive's status as a
blank check company that will no longer be
applicable upon consummation of the
Business Combination.
4. The Binding Charter Proposal - Proposal to Mgmt For For
approve by special resolution the Proposed
Charter in the form attached as Annex B to
the Proxy Statement. Approval of the
Business Combination Proposal, the
Redomestication Proposal, the Binding
Charter Proposal, and the NYSE Proposal are
each cross-conditioned on the approval of
the others at the Extraordinary Meeting.
Therefore, if any of the Business
Combination Proposal, Redomestication
Proposal, or NYSE Proposal is not approved,
the Binding Charter Proposal will have no
effect.
5. The Director Election Proposal - Proposal Mgmt For For
to approve by ordinary resolution of the
holders of Class B ordinary shares of
Motive the seven (7) individuals to serve
as members of the New Forge board of
directors following the consummation of the
Business Combination. The Director Election
Proposal is conditioned on the approval of
each of the Business Combination Proposal,
the Redomestication Proposal, the NYSE
Proposal and the Binding Charter Proposal,
as well as upon the consummation of the
...(due to space limits, see proxy material
for full proposal).
6. The NYSE Proposal - Proposal to approve by Mgmt For For
ordinary resolution, for purposes of
complying with applicable listing rules of
the New York Stock Exchange, the issuance
of more than 20% of the issued and
outstanding ordinary shares of Motive
pursuant to the Business Combination.
Approval of the Business Combination
Proposal, the Redomestication Proposal, the
Binding Charter Proposal, and the NYSE
Proposal are each cross-conditioned on the
approval of the others at the Extraordinary
Meeting. ...(due to space limits, see proxy
material for full proposal).
7. The Incentive Plan Proposal - Proposal to Mgmt For For
approve by ordinary resolution the Forge
Global Holdings, Inc. 2022 Stock Option and
Incentive Plan in the form attached as
Annex I to the Proxy Statement. The
Incentive Plan Proposal is conditioned on
the approval of each of the Business
Combination Proposal, the Redomestication
Proposal, the NYSE Proposal and the Binding
Charter Proposal, as well as upon the
consummation of the Business Combination.
Therefore, if each of the Business ...(due
to space limits, see proxy material for
full proposal).
8. The Employee Stock Purchase Plan Proposal - Mgmt For For
Proposal to approve by ordinary resolution
the Forge Global Holdings, Inc. 2022
Employee Stock Purchase Plan in the form
attached as Annex J to the Proxy Statement.
The Employee Stock Purchase Plan Proposal
is conditioned on the approval of each of
the Business Combination Proposal, the
Redomestication Proposal, the NYSE Proposal
and the Binding Charter Proposal, as well
as upon the consummation of the Business
Combination. Therefore, if each of ...(due
to space limits, see proxy material for
full proposal).
9. The Adjournment Proposal - Proposal to Mgmt For For
approve by ordinary resolution the
adjournment of the Extraordinary Meeting to
a later date or dates, if necessary, to
permit further solicitation and vote of
proxies if there are insufficient votes
for, or otherwise in connection with, the
approval of the Business Combination
Proposal, the Redomestication Proposal, the
Binding Charter Proposal, the Incentive
Plan Proposal, the Employee Stock Purchase
Plan Proposal, the Director Election
...(due to space limits, see proxy material
for full proposal).
--------------------------------------------------------------------------------------------------------------------------
NORTH ATLANTIC ACQUISITION CORP. Agenda Number: 935625028
--------------------------------------------------------------------------------------------------------------------------
Security: G66139109
Meeting Type: Special
Meeting Date: 01-Jun-2022
Ticker: NAAC
ISIN: KYG661391097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Two separate proposals to approve the Mgmt For For
Business Combination and approve and adopt
the Business Combination Agreement, dated
as of December 16, 2021 as amended (the
"Business Combination Agreement"), by and
among NAAC, TeleSign, BICS, New SPAC, and
New Holdco, pursuant to which the business
combination will be effected in two steps:
(a) the proposal to approve and authorize
by special resolution the merger of NAAC
with and into New SPAC (the "SPAC Merger"),
with New SPAC surviving the SPAC Merger and
...(due to space limits, see proxy material
for full proposal).
2. To approve by special resolution the Mgmt For For
proposed certificate of incorporation (the
"Proposed Certificate of Incorporation")
and the proposed bylaws (the "Proposed
Bylaws" and, together with the Proposed
Certificate of Incorporation, the "Proposed
Organizational Documents") of New Holdco
(the "Organizational Documents Proposal").
3. To approve, on a non-binding advisory Mgmt For For
basis, by special resolution, certain
governance provisions in the Proposed
Organizational Documents, which are being
presented separately in accordance with
U.S. Securities and Exchange Commission
guidance to give shareholders the
opportunity to present their separate views
on important corporate governance
provisions (the "Advisory Organizational
Documents Proposals").
4. To approve by ordinary resolution, for Mgmt For For
purposes of complying with applicable
listing rules of The Nasdaq Capital Market,
(a) the issuance of up to 115,512,500
shares of New Holdco Common Stock in
connection with the Share Acquisition, and
(b) the issuance and sale of 11,698,750
shares of New Holdco Common Stock in the
PIPE Financing, which will occur
substantially concurrently with, and is
contingent upon, the consummation of the
Share Acquisition (the "Nasdaq Proposal").
5. To approve by ordinary resolution and adopt Mgmt For For
the NAAC Holdco, Inc. 2022 Restricted Stock
Units and Performance Stock Units Incentive
Plan (the "Incentive Plan") and material
terms there under (the "Incentive Plan
Proposal").
6. To approve by ordinary resolution the Mgmt For For
adjournment of the extraordinary general
meeting to a later date or dates, if
necessary or appropriate, (a) to the extent
necessary to ensure that any required
supplement or amendment to this proxy
statement/prospectus is provided to NAAC
shareholders or, if as of the time for
which the extraordinary general meeting is
scheduled, there are insufficient NAAC
ordinary shares represented (either in the
person or by proxy) to constitute a ...(due
to space limits, see proxy material for
full proposal).
--------------------------------------------------------------------------------------------------------------------------
NOVUS CAPITAL CORPORATION II Agenda Number: 935545220
--------------------------------------------------------------------------------------------------------------------------
Security: 67012W104
Meeting Type: Special
Meeting Date: 10-Feb-2022
Ticker: NXU
ISIN: US67012W1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve and adopt the Business Mgmt For For
Combination Agreement and Plan of
Reorganization, dated as of September 8,
2021 (as may be amended from time to time,
the "Business Combination Agreement"), by
and among Novus, Energy Vault, Inc., a
Delaware corporation ("Energy Vault"), and
NCCII Merger Corp., a Delaware corporation
("Merger Sub"), and the transactions
contemplated thereby, pursuant to which
Novus will issue shares of common stock of
Novus ("Combined Company Common Stock") to
holders of ...(due to space limits, see
proxy statement for full proposal).
2A. To approve the following amendment to Mgmt For For
Novus's current amended and restated
certificate of incorporation: To change the
name of Novus Capital Corporation II to
"Energy Vault Holdings, Inc."
2B. To approve the following amendment to Mgmt For For
Novus's current amended and restated
certificate of incorporation: To eliminate
the Class B Common Stock classification and
provide for a single class of Common Stock.
2C. To approve the following amendment to Mgmt For For
Novus's current amended and restated
certificate of incorporation: To change the
number of authorized shares of Novus's
capital stock, par value $0.0001 per share,
from 525,000,000 shares, consisting of (a)
520,000,000 shares of common stock,
including 500,000,000 shares of Novus
Common Stock and 20,000,000 shares of Class
B Common Stock and (b) 5,000,000 shares of
preferred stock, to 505,000,000 shares,
consisting of (i) 500,000,000 shares of
common stock and (ii) 5,000,000 shares of
preferred stock.
2D. To approve the following amendment to Mgmt For For
Novus's current amended and restated
certificate of incorporation: To provide
that any director or the entire board of
directors of Novus may be removed from
office at any time, but only for cause and
only by the affirmative vote of the holders
of at least 66 2/3% of the voting power of
all then-outstanding shares of Novus's
capital stock entitled to vote thereon,
voting together as a single class.
2E. To approve the following amendment to Mgmt For For
Novus's current amended and restated
certificate of incorporation: To eliminate
the current limitations in place on the
corporate opportunity doctrine.
2F. To approve the following amendment to Mgmt For For
Novus's current amended and restated
certificate of incorporation: To increase
the required vote thresholds for approving
amendments to the bylaws and to certain
specified provisions of the certificate of
incorporation to 66 2/3%.
2G. To approve the following amendment to Mgmt For For
Novus's current amended and restated
certificate of incorporation: To approve
all other changes, including eliminating
certain provisions related to special
purpose acquisition corporations that will
no longer be relevant following the closing
of the Business Combination (the
"Closing").
3. To adopt the Energy Vault Holdings, Inc. Mgmt For For
2022 Equity Incentive Plan (the "2022
Plan") established to be effective after
the Closing to assist Novus, immediately
upon consummation of the Business
Combination (the "Combined Company"), in
retaining the services of eligible
employees, directors and consultants, to
secure and retain the services of new
employees, directors and consultants and to
provide incentives for such persons to
exert maximum efforts for the Combined
Company's success.
4. To (i) approve the issuance of Combined Mgmt For For
Company Common Stock to (a) Energy Vault's
stockholders as a result of the Merger
pursuant to the Business Combination
Agreement, and (b) the investors in the
PIPE; and (ii) approve the issuance of
equity awards under the 2022 Plan if such
plan is approved in accordance with
Proposal 3 ("Equity Incentive Plan
Proposal").
5. To adjourn the special meeting to a later Mgmt For For
date or dates, if necessary, to permit
further solicitation and vote of proxies
if, based upon the tabulated vote at the
time of the special meeting, there are not
sufficient votes to approve one or more
proposals presented to stockholders for
vote.
--------------------------------------------------------------------------------------------------------------------------
OAKTREE ACQUISITION CORP. II Agenda Number: 935653899
--------------------------------------------------------------------------------------------------------------------------
Security: G6715X103
Meeting Type: Special
Meeting Date: 07-Jun-2022
Ticker: OACB
ISIN: KYG6715X1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - Mgmt For For
RESOLVED, as an ordinary resolution, that
OACB's entry into the Business Combination
Agreement, dated as of December 7, 2021 (as
may be amended, supplemented or otherwise
modified from time to time, the "Business
Combination Agreement"), by and among OACB,
Alvotech Holdings S.A., a public limited
liability company (societe anonyme)
incorporated and existing under the laws of
the Grand Duchy of Luxembourg, having its
registered office at 9, Rue de ...(due to
space limits, see proxy material for full
proposal).
2. The First Merger Proposal - RESOLVED, as a Mgmt For For
special resolution, that (a) OACB be
authorized to merge with TopCo so that
TopCo is the surviving entity and all the
undertaking, property and liabilities of
OACB vest in TopCo; (b) the plan of merger
in the form tabled to the General Meeting
(a draft of which is attached to the
accompanying proxy statement/prospectus as
Exhibit G of Annex A, the "Plan of First
Merger") be authorized, approved and
confirmed in all respects; and (c) OACB be
authorized to enter into the Plan of First
Merger.
3. The Adjournment Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that the adjournment
of the OACB General Meeting to a later date
or dates (A) to the extent necessary to
ensure that any required supplement or
amendment to the accompanying proxy
statement/prospectus is provided to OACB
shareholders, (B) in order to solicit
additional proxies from OACB shareholders
in favor of one or more of the proposals at
the OACB General Meeting or (C) if OACB
shareholders redeem an amount of the OACB
...(due to space limits, see proxy material
for full proposal).
--------------------------------------------------------------------------------------------------------------------------
PATHFINDER ACQUISITION CORP. Agenda Number: 935523820
--------------------------------------------------------------------------------------------------------------------------
Security: G04119106
Meeting Type: Special
Meeting Date: 07-Dec-2021
Ticker: PFDR
ISIN: KYG041191068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - Mgmt For For
RESOLVED, as an ordinary resolution, that
Pathfinder's entry into the Business
Combination Agreement, dated as of July 15,
2021 (as amended and restated on August 11,
2021 and as may be further (amended,
supplemented, or otherwise modified from
time to time) (the "Business Combination
Agreement"), by and among Pathfinder, Serve
Merger Sub, Inc., a Delaware corporation
and wholly owned subsidiary of Pathfinder
("Serve Merger Sub"), and ServiceMax,
...(due to space limits, see proxy
statement for full proposal).
2. The Domestication Proposal - RESOLVED, as a Mgmt For For
special resolution, that Pathfinder be
transferred by way of continuation to
Delaware pursuant to Part XII of the
Companies Act (As Revised) of the Cayman
Islands and Section 388 of the General
Corporation Law of the State of Delaware
and, immediately upon being de-registered
in the Cayman Islands, Pathfinder be
continued and domesticated as a corporation
under the laws of the state of Delaware
and, conditional upon, and with effect
from, the ... (due to space limits, see
proxy statement for full proposal).
3. The Charter Amendment Proposal - RESOLVED, Mgmt For For
as a special resolution, that the
certificate of incorporation and bylaws of
Pathfinder, copies of which are attached to
the proxy statement/prospectus as Annex B
and Annex C, respectively, be approved as
the certificate of incorporation and bylaws
of ServiceMax, Inc., conditional upon, and
with effect from the effectiveness of the
Domestication.
4. Advisory Governing Documents Proposal A - Mgmt For For
RESOLVED, as a non-binding advisory
resolution, that the change in the
authorized share capital of Pathfinder from
(i) US$33,100.00 divided into 300,000,000
Class A ordinary shares, par value $0.0001
per share, 30,000,000 Class B ordinary
shares, par value $0.0001 per share, and
1,000,000 preference shares, par value
$0.0001 per share, to (ii) US$11,000
divided into 1,000,000,000 shares of common
stock, par value $0.00001 per share, of New
SM, ...(due to space limits, see proxy
statement for full proposal).
5. Advisory Governing Documents Proposal B - Mgmt For For
RESOLVED, as a non-binding advisory
resolution, that the authorization to the
New SM Board to issue any or all shares of
New SM Preferred Stock in one or more
classes or series, with such terms and
conditions as may be expressly determined
by the New SM Board and as may be permitted
by the Delaware General Corporation Law be
approved.
6. Advisory Governing Documents Proposal C - Mgmt For For
RESOLVED, as a non-binding advisory
resolution, that certain provisions of the
certificate of incorporation of New SM that
are subject to the Registration and
Shareholder Rights Agreement be approved.
7. Advisory Governing Documents. Proposal D - Mgmt For For
RESOLVED, as a non-binding advisory
resolution, that the removal of the ability
of New SM stockholders to take action by
written consent in lieu of a meeting unless
investment fund(s) affiliated with or
managed by Silver Lake or any of its
affiliates, or any successor, transferee or
affiliate thereof, beneficially own a
majority of the voting power of all of the
then outstanding shares of capital stock of
New SM entitled to vote on such ... (due to
space limits, see proxy statement for full
proposal).
8. Advisory Governing Documents Proposal E - Mgmt For For
RESOLVED, as a non-binding advisory
resolution, that the amendment and
restatement of the Existing Governing
Documents be approved and that all other
changes necessary or, as mutually agreed in
good faith by Pathfinder and ServiceMax,
desirable in connection with the
replacement of Existing Governing Documents
with the Proposed Certificate of
Incorporation and Proposed Bylaws as part
of the Domestication (copies of which are
attached to the ...(due to space limits,
see proxy statement for full proposal).
9. Advisory Governing Documents Proposal F - Mgmt For For
RESOLVED, as a non-binding, advisory
resolution, that the election of New SM not
be governed by Section 203 of the DGCL and
limiting certain corporate takeovers by
interested stockholders be approved.
10. The NASDAQ Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that for the purposes
of complying with the applicable provisions
of NASDAQ Listing Rule 5635, the issuance
of shares of New SM Common.
11. Stock be approved. - The Incentive Equity Mgmt For For
Plan Proposal - RESOLVED, as an ordinary
resolution, that the ServiceMax, Inc. 2021
Omnibus Incentive Plan, a copy of which is
attached to the proxy statement/prospectus
as Annex D, be adopted and approved.
12. The ESPP Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that the ServiceMax,
Inc. 2021 Employee Stock Purchase Plan, a
copy of which is attached to the proxy
statement/prospectus as Annex E, be adopted
and approved.
13. The Adjournment Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that the adjournment
of the extraordinary general meeting to a
later date or dates (i) to solicit
additional proxies for the purpose of
obtaining approval by the Pathfinder
Shareholders for each of the proposals
necessary to consummate transactions
contemplated by the Business Combination
Agreement (ii) for the absence of a quorum,
(iii) to allow reasonable additional time
for the filing or mailing of any
supplemental or amended ...(due to space
limits, see proxy statement for full
proposal).
--------------------------------------------------------------------------------------------------------------------------
SCVX CORP. Agenda Number: 935542161
--------------------------------------------------------------------------------------------------------------------------
Security: G79448208
Meeting Type: Special
Meeting Date: 25-Jan-2022
Ticker: SCVX
ISIN: KYG794482086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Proposal - Extend the date that Mgmt Against Against
the Company has to consummate a business
combination from January 28, 2022 to July
28, 2022.
2. Adjournment Proposal - Adjourn the Mgmt Against Against
Extraordinary General Meeting to a later
date or dates, if necessary, to permit
further solicitation and vote of proxies in
the event that there are insufficient votes
for, or otherwise in connection with, the
approval of Proposal 1.
--------------------------------------------------------------------------------------------------------------------------
TECH AND ENERGY TRANSITION CORPORATION Agenda Number: 935548480
--------------------------------------------------------------------------------------------------------------------------
Security: 87823R102
Meeting Type: Annual
Meeting Date: 15-Mar-2022
Ticker: TETC
ISIN: US87823R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: James Avery Mgmt For For
1.2 Election of Director: Virginia Breen Mgmt For For
1.3 Election of Director: Gregory Gilmore Mgmt For For
1.4 Election of Director: Lawrence Handen Mgmt For For
1.5 Election of Director: Dan Hesse Mgmt For For
1.6 Election of Director: Diarmuid B. O'Connell Mgmt For For
1.7 Election of Director: David Roseman Mgmt For For
2. Ratification of independent registered Mgmt For For
public accounting firm.
--------------------------------------------------------------------------------------------------------------------------
TREBIA ACQUISITION CORP. Agenda Number: 935539532
--------------------------------------------------------------------------------------------------------------------------
Security: G9027T109
Meeting Type: Special
Meeting Date: 20-Jan-2022
Ticker: TREB
ISIN: KYG9027T1094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - a Mgmt For For
proposal to approve Trebia's entry into
that certain Business Combination
Agreement, dated as of June 28, 2021 and
amended on November 30, 2021 (as may be
amended, supplemented or otherwise modified
from time to time, the "Business
Combination Agreement"), by and among
Trebia, S1 Holdco, LLC ("S1 Holdco"),
Orchid Merger Sub I, Inc. ("Trebia Merger
Sub I"), Orchid Merger Sub II, Inc.
("Trebia Merger Sub II"), System1 SS
Protect Holdings, Inc. ("Protected")
...(due to space limits, see proxy
statement for full proposal).
2. The NYSE Proposal - a proposal to approve, Mgmt For For
for the purposes of complying with the
applicable provisions of Section 312.03 of
the NYSE's Listed Company Manual, (i) the
issuance of common stock of System1 (as
defined below) in connection with the
consummation of the transactions
contemplated by the Business Combination
Agreement and the other transaction
agreements, (ii) all issuances of shares of
common stock of System1 upon the conversion
of shares of any other class of System1
common stock ...(due to space limits, see
proxy statement for full proposal).
3. The Domestication Proposal - a proposal to Mgmt For For
approve that Trebia be domesticated as a
Delaware corporation in accordance with
Section 388 of the DGCL and de-register as
a Cayman Islands exempted company in
accordance with Section 206 of the Cayman
Islands Companies Act (As Revised) (the
"Domestication"), upon which Trebia will
change its name to "System1, Inc."
("System1").
4. The Charter Amendment Proposal - a proposal Mgmt For For
to approve the amendment and restatement of
the amended and restated memorandum and
articles of association of Trebia by their
deletion and replacement with the proposed
certificate of incorporation of System1, (a
copy of which is attached to the
accompanying proxy statement/prospectus as
Annex B (the "System1 Charter")), and the
proposed bylaws of System1, a copy of which
is attached to the accompanying proxy
statement/prospectus as Annex C (the
...(due to space limits, see proxy
statement for full proposal).
5A. Multi-class Shares Proposal - a proposal to Mgmt For For
authorize a change to the authorized
capital stock of Trebia from (A)
400,000,000 Class A ordinary shares of
Trebia, par value $0.0001 per share,
40,000,000 Class B ordinary shares of
Trebia, par value $0.0001 per share, and
1,000,000 preferred shares of Trebia, par
value $0.0001 per share, to (B) 500,000,000
shares of System1 class A common stock, par
value $0.0001 per share, 25,000,000 shares
of System1 class C common stock, par value
$0.0001 per share, ...(due to space limits,
see proxy statement for full proposal).
5B. Election, Number and Removal of Directors - Mgmt For For
a proposal to permit changes to the ability
of shareholders to vote and remove
directors from the System1 board of
directors.
5C. Approval of Business Combination - a Mgmt For For
proposal to approve the adoption of a
majority voting requirement to approve a
merger or other form of business
combination, if such merger or business
combination is approved by the System1
board of directors.
5D. Exclusive Forum Provision - a proposal to Mgmt For For
make the Delaware Court of Chancery serve
as the exclusive forum (or, in the event
that the Delaware Court of Chancery does
not have jurisdiction, the federal district
court for the District of Delaware or other
state courts of the State of Delaware) for
any shareholder claims, including claims in
the right of System1 that are based upon a
violation of a duty by a current or former
director, officer, employee or shareholder
in such capacity, or as to ...(due to space
limits, see proxy statement for full
proposal).
5E. Action by Written Consent of Stockholders - Mgmt For For
a proposal to only permit action by System1
shareholders only at a duly called annual
or special meeting of such shareholders.
5F. Other Changes In Connection With Adoption Mgmt For For
of the System1 Organizational Documents - a
proposal to approve and authorize (A)
changing the corporate name from "Trebia
Acquisition Corp." to "System1, Inc.", (B)
making System1's corporate existence
perpetual, and (C) removing certain
provisions related to System1's status as a
blank check company.
6. The Incentive Plan Proposal - a proposal to Mgmt For For
approve and adopt the System1 2022
Incentive Award Plan (the "Incentive Plan")
and the material terms thereunder,
including the authorization of the
accompanying initial share reserve
thereunder. A copy of the Incentive Plan is
attached to the accompanying proxy
statement/prospectus as Annex D.
7. DIRECTOR
Dexter Fowler Mgmt For For
Caroline Horn Mgmt For For
Jennifer Prince Mgmt For For
Moujan Kazerani Mgmt For For
Frank R. Martire, Jr. Mgmt For For
Christopher Phillips Mgmt For For
Michael Blend Mgmt For For
William P. Foley, II Mgmt For For
8. The Adjournment Proposal - a proposal to Mgmt For For
approve the adjournment of the
Extraordinary General Meeting to a later
date or dates (i) to the extent necessary
to ensure that any required supplement or
amendment to the accompanying proxy
statement/prospectus is provided to Trebia
Shareholders or, if as of the time for
which the Extraordinary General Meeting is
scheduled, there are insufficient Trebia
ordinary shares represented (either in
person or by proxy) to constitute ...(due
to space limits, see proxy statement for
full proposal).
--------------------------------------------------------------------------------------------------------------------------
TREPONT ACQUISITION CORP. I Agenda Number: 935639988
--------------------------------------------------------------------------------------------------------------------------
Security: G9095M101
Meeting Type: Special
Meeting Date: 27-May-2022
Ticker: TACA
ISIN: KYG9095M1015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension of Corporate Life: Amend the Mgmt For For
Company's amended and restated memorandum
and articles of association to extend the
date that the Company has to consummate a
business combination from June 4, 2022 to
December 31, 2022
2. Adjournment: Adjourn the Extraordinary Mgmt For For
General Meeting to a later date or dates,
if necessary, to permit further
solicitation and vote of proxies in the
event that there are insufficient votes
for, or otherwise in connection with, the
approval of Proposal 1
--------------------------------------------------------------------------------------------------------------------------
TUATARA CAPITAL ACQUISITION CORP Agenda Number: 935659790
--------------------------------------------------------------------------------------------------------------------------
Security: G9118J101
Meeting Type: Special
Meeting Date: 09-Jun-2022
Ticker: TCAC
ISIN: KYG9118J1013
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal to
approve the transactions contemplated by
the amended and restated agreement and plan
of merger, dated as of April 14, 2022, as
amended by the amendment no. 1, dated as of
May 4, 2022 (as it may be further amended
or modified from time to time, the "merger
agreement"), by and among Tuatara Capital
Acquisition Corporation ("Tuatara"),
HighJump Merger Sub, Inc., a Delaware
corporation and a wholly owned direct
subsidiary of Tuatara ...(due to space
limits, see proxy material for full
proposal).
2. The Nasdaq Proposal - To consider and vote Mgmt For For
upon a proposal to approve, for purposes of
complying with applicable listing rules of
The Nasdaq Stock Market LLC, the issuance
by New SpringBig of shares of common stock,
par value $0.0001 per share, to (i) certain
accredited investors, in each case in a
private placement, the proceeds of which
will be used to finance the business
combination and related transactions and
the costs and expenses incurred in
connection therewith and (ii) to
stockholders of SpringBig.
3. The Domestication Proposal - To consider Mgmt For For
and vote upon a proposal to approve by
special resolution the change of Tuatara's
jurisdiction of incorporation from the
Cayman Islands to the State of Delaware by
deregistering as an exempted company in the
Cayman Islands and domesticating and
continuing as a corporation incorporated
under the laws of the State of Delaware
(the "domestication").
4. Organizational Documents Proposal A - To Mgmt For For
consider and vote upon a proposal to
approve by special resolution that the
proposed organizational documents of
Tuatara to (i) change our name from
"Tuatara Capital Acquisition Corporation"
to "SpringBig Holdings, Inc." (Tuatara
post-domestication, "New SpringBig"), (ii)
adopt Delaware as the exclusive forum for
certain stockholder litigation, (iii) make
New SpringBig's corporate existence
perpetual, (iv) remove certain provisions
related to ...(due to space limits, see
proxy material for full proposal).
5. Organizational Documents Proposal B - To Mgmt For For
consider and vote upon a proposal to
approve by special resolution that the
proposed organizational documents of
Tuatara to divide the board of directors
into three classes following the business
combination, with each class generally
serving for a term of three years and with
only one class of directors being elected
in each year.
6. Organizational Documents Proposal C - To Mgmt For For
consider and vote upon a proposal to
approve by special resolution that the
proposed organizational documents of
Tuatara to provide that the directors,
except for Preferred Stock Directors (as
defined in the proposed certificate of
incorporation of New SpringBig upon the
effective time of the domestication
substantially in the form attached to the
proxy statement/prospectus as Annex B (the
"proposed charter")), may only be removed
for cause (as defined in the proposed
charter).
7. Organizational Documents Proposal D - To Mgmt For For
consider and vote upon a proposal to
approve by special resolution that the
proposed organizational documents of
Tuatara to provide that, subject to the
rights, if any, of the holders of any
outstanding series of the Preferred Stock,
shareholders will not have the ability to
call a special meeting.
8. Organizational Documents Proposal E - To Mgmt For For
consider and vote upon a proposal to
approve by special resolution that the
proposed organizational documents of
Tuatara to remove the ability of
shareholders to act by written consent in
lieu of a meeting.
9. Organizational Documents Proposal F - To Mgmt For For
consider and vote upon a proposal to
approve by special resolution that the
proposed organizational documents of
Tuatara to authorize the change in the
authorized capital stock of Tuatara from
(i) 200,000,000 Class A ordinary shares,
20,000,000 Class B ordinary shares, and
1,000,000 preferred shares, par value
$0.0001 per share to (ii) 300,000,000
shares of common stock and 50,000,000
shares of preferred stock, par value
$0.0001 per share.
10. The Articles Amendment Proposal - To Mgmt For For
consider and vote upon a proposal to
approve by special resolution the amendment
of Tuatara's existing organizational
documents to remove the limitation on
Tuatara's ability to consummate a business
combination, or to redeem Class A ordinary
shares in connection with a business
combination, if it would cause Tuatara to
have less than $5,000,001 in net tangible
assets.
11. The Notes and Warrants Proposal - To Mgmt For For
consider and vote upon a proposal to
approve, for purposes of satisfying
conditions to closing the transactions
contemplated by the securities purchase
agreement, dated as of April 29, 2022, by
and between Tuatara and certain
institutional investors, the issuance by
New SpringBig of convertible notes,
warrants and the underlying common stock of
such convertible notes and warrants upon
their conversion or exercise, as
applicable.
12. DIRECTOR
Amanda Lannert Mgmt For For
Jon Trauben Mgmt For For
Patricia Glassford Mgmt For For
Phil Schwarz Mgmt For For
Steven Bernstein Mgmt For For
Jeffrey Harris Mgmt For For
Sergey Sherman Mgmt For For
13. The Incentive Plan Proposal - To consider Mgmt For For
and vote upon a proposal to approve the
2022 Incentive Plan.
14. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the general meeting to a
later date or dates, if necessary or
appropriate, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of one or
more proposals at the extraordinary general
meeting.
--------------------------------------------------------------------------------------------------------------------------
VENTOUX CCM ACQUISITION CORP. Agenda Number: 935661517
--------------------------------------------------------------------------------------------------------------------------
Security: 92280L101
Meeting Type: Special
Meeting Date: 16-Jun-2022
Ticker: VTAQ
ISIN: US92280L1017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Charter Amendment Proposal: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to (i) extend the date by
which the Company has to consummate a
business combination for three months, from
June 30, 2022 to September 30, 2022 (the
"Extension Date"), and (ii) allow the
Company, without another stockholder vote,
to elect to extend the date to consummate a
business combination, after the Extension
Date for an additional three months,
through and until December 30, 2022.
2. Trust Amendment Proposal: Amend the Mgmt For For
Investment Management Trust Agreement to
extend the date on which the Trustee must
liquidate the trust account established in
connection with the IPO if the Company has
not completed its initial business
combination, from June 30, 2022 to
September 30, 2022, or for an additional
three months of December 30, 2022, if
applicable.
3. Adjournment Proposal: Adjourn the Special Mgmt For For
Meeting to a later date or dates, if
necessary, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of Proposal 1
and Proposal 2.
--------------------------------------------------------------------------------------------------------------------------
VICKERS VANTAGE CORP. I Agenda Number: 935676164
--------------------------------------------------------------------------------------------------------------------------
Security: G9440B107
Meeting Type: Special
Meeting Date: 30-Jun-2022
Ticker: VCKA
ISIN: KYG9440B1077
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Proposal: Amend the Company's Mgmt For For
amended and restated memorandum and
articles of association to extend the date
that the Company has to consummate a
business combination from July 11, 2022 to
August 11, 2022 and allow the Company,
without another shareholder vote, to elect
to extend the date to consummate a business
combination on a monthly basis for up to 5
times by an additional one month each time
after the extended date, upon five days'
advance notice prior to the applicable
deadlines, until January 11, 2023.
2. Adjournment Proposal: Adjourn the General Mgmt For For
Meeting to a later date or dates, if
necessary, to permit further solicitation
and vote of proxies if, based upon the
tabulated vote at the time of the General
Meeting, there are insufficient votes to
approve the Extension Proposal.
--------------------------------------------------------------------------------------------------------------------------
VIRGIN GROUP ACQUISITION CORP. II Agenda Number: 935657037
--------------------------------------------------------------------------------------------------------------------------
Security: G9460K102
Meeting Type: Special
Meeting Date: 14-Jun-2022
Ticker: VGII
ISIN: KYG9460K1022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal-RESOLVED, Mgmt For For
as an ordinary resolution, that VGAC II's
entry into that certain Agreement and Plan
of Merger, dated as of December 7, 2021, as
amended and restated on March 31, 2022 (as
may be further amended, supplemented, or
otherwise modified from time to time, the
"Merger Agreement"), by and among VGAC II,
Treehouse Merger Sub, Inc., a Delaware
corporation and wholly owned direct
subsidiary of VGAC II ("VGAC II Merger Sub
I"), Treehouse Merger Sub II, ...(due to
space limits, see proxy material for full
proposal).
2. The Domestication Proposal-RESOLVED, as a Mgmt For For
special resolution, that VGAC II be
transferred by way of continuation to
Delaware pursuant to Part XII of the
Companies Act (As Revised) of the Cayman
Islands and Section 388 of the General
Corporation Law of the State of Delaware
("DGCL") and, immediately upon being de-
registered in the Cayman Islands, VGAC II
be continued and domesticated as a public
benefit corporation under the laws of the
State of Delaware and, conditioned upon,
and with effect ...(due to space limits,
see proxy material for full proposal).
3. Charter Amendment Proposal-RESOLVED, as a Mgmt For For
special resolution, that the existing
amended and restated memorandum and
articles of association of VGAC II
(together, the "Existing Governing
Documents") be amended and restated by the
deletion in their entirety and the
substitution in their place of the proposed
new certificate of incorporation, a copy of
which is attached to the proxy
statement/consent solicitation
statement/prospectus as Annex C (the
"Proposed Certificate of Incorporation")
and the ...(due to space limits, see proxy
material for full proposal).
4. Governing Documents Proposal A-RESOLVED, as Mgmt For For
a non-binding, advisory resolution, that
the change in the authorized share capital
of VGAC II from (i) US$22,100 divided into
200,000,000 Class A ordinary shares, par
value $0.0001 per share, (ii) 20,000,000
Class B ordinary shares, par value $0.0001
per share, and (iii) 1,000,000 preference
shares, par value $0.0001 per share, to (a)
600,000,000 shares of New Grove Class A
Common Stock, (b) 200,000,000 shares of New
Grove Class B Common Stock, ...(due to
space limits, see proxy material for full
proposal).
5. Governing Documents Proposal B-RESOLVED, as Mgmt For For
a non-binding, advisory resolution, that
the amendment and restatement of the
Existing Governing Documents be approved
and that all other immaterial changes
necessary or, as mutually agreed in good
faith by VGAC II and Grove, desirable in
connection with the replacement of the
Existing Governing Documents with the
Proposed Certificate of Incorporation and
Proposed Bylaws as part of the
Domestication (copies of which are attached
to the ...(due to space limits, see proxy
material for full proposal).
6. Governing Documents Proposal C-RESOLVED, as Mgmt For For
a non-binding, advisory resolution, that
the issuance of shares of New Grove Class B
Common Stock, which will allow holders of
New Grove Class B Common Stock to cast ten
votes per share of New Grove Class B Common
Stock be approved.
7. The NYSE Proposal-RESOLVED, as an ordinary Mgmt For For
resolution, that for the purposes of
complying with the applicable provisions of
New York Stock Exchange ("NYSE") Listing
Rule 312.03, the issuance of shares of New
Grove Class A Common Stock, shares of New
Grove Class B Common Stock and warrants to
purchase New Grove Class A Common Stock be
approved.
8. The Incentive Equity Plan Mgmt For For
Proposal-RESOLVED, as an ordinary
resolution, that the Grove Collaborative
Holdings, Inc. 2022 Equity and Incentive
Plan, a copy of which is attached to the
proxy statement/consent solicitation
statement/prospectus as Annex I, be adopted
and approved.
9. ESPP Proposal-RESOLVED, as an ordinary Mgmt For For
resolution, that the Grove Collaborative
Holdings, Inc. Employee Stock Purchase
Plan, a copy of which is attached to the
proxy statement/consent solicitation
statement/prospectus as Annex J, be adopted
and approved.
11. The Adjournment Proposal-RESOLVED, as an Mgmt For
ordinary resolution, that the adjournment
of the extraordinary general meeting to a
later date or dates (A) to the extent
necessary to ensure that any required
supplement or amendment to the accompanying
proxy statement/consent solicitation
statement/prospectus is provided to VGAC II
shareholders, (B) in order to solicit
additional proxies from VGAC II
shareholders in favor of one or more of the
proposals at the extraordinary general
meeting, (C) if, as of ...(due to space
limits, see proxy material for full
proposal).
--------------------------------------------------------------------------------------------------------------------------
VIVEON HEALTH ACQUISITION CORP. Agenda Number: 935549824
--------------------------------------------------------------------------------------------------------------------------
Security: 92853V106
Meeting Type: Annual
Meeting Date: 18-Mar-2022
Ticker: VHAQ
ISIN: US92853V1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Amend the Company's amended and restated Mgmt For For
certificate of incorporation to (i) extend
the date by which the Company has to
consummate a business combination for three
months, from March 28, 2022 ("Original
Termination Date") to June 28, 2022
("Extended Date"), and (ii) allow Company,
without another stockholder vote, to elect
to extend the date to consummate a business
combination on a monthly basis for up to
six times by an additional one month each
time after the Extended Date for a total of
up to nine months after Original
Termination Date.
2 DIRECTOR
Jagi Gill Mgmt For For
Rom Papadopoulos Mgmt For For
Demetrios G. Logothetis Mgmt For For
Brian Cole Mgmt For For
Doug Craft Mgmt For For
3 Ratification of Appointment of Independent Mgmt For For
Accountants
4 Adjournment Proposal Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
YELLOWSTONE ACQUISITION COMPANY Agenda Number: 935542135
--------------------------------------------------------------------------------------------------------------------------
Security: 98566K105
Meeting Type: Special
Meeting Date: 25-Jan-2022
Ticker: YSAC
ISIN: US98566K1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - to Mgmt For For
approve and adopt the Equity Purchase
Agreement, dated as of August 1, 2021, by
and among YAC and Sky Harbour LLC, a
Delaware limited liability company ("SKY").
The transactions contemplated by the Equity
Purchase Agreement are referred to herein
as the Business Combination.
2. The NYSE Proposal - to approve, assuming Mgmt For For
the Business Combination Proposal is
approved and adopted, for purposes of
complying with applicable NYSE listing
rules, (i) the issuance by Sky Harbour
Group Corporation ("SHG Corporation"), as
successor to YAC, of Class A Common Stock
and Class B Common Stock in the Business
Combination in an amount equal to 20% or
more of the amount of YAC's issued and
outstanding common stock immediately prior
to the issuance and (ii) the issuance by
SHG ...(due to space limits, see proxy
statement for full proposal).
3. The Charter and Governance Proposals - to Mgmt For For
approve and adopt, assuming the Business
Combination Proposal and the NYSE Proposal
are approved and adopted, the Amended and
Restated Certificate of Incorporation (the
"A&R Certificate of Incorporation"), which,
if approved, would take effect upon
Closing, a copy of which is attached to the
accompanying proxy statement as Annex B
(the "Charter Proposal").In addition to the
approval of the A&R Certificate of
Incorporation, the stockholders are also
...(due to space limits, see proxy
statement for full proposal).
3A. To increase the total number of authorized Mgmt For For
shares and classes of stock to 260,000,000
shares consisting of (i) 10,000,000 shares
of preferred stock, par value 0.0001 per
share, (ii) 200,000,000 shares of Class A
Common Stock. par value $0,0001 per share,
and (iii) 50,000,000 shares of Class B
Common Stock, par value $0.0001 per share.
3B. To declassify the board of directors, to Mgmt For For
provide that the SHG Corporation Board will
be elected by holders of Class A Common
Stock and Class B Common Stock voting
together as a single class and to provide
that the number of directors of SHG
Corporation will be not less than 3 and not
more than 11, with the then- authorized
number of directors being fixed from time
to time by the SHG Corporation Board within
such range, which number shall initially be
seven.
3C. To elect not to be governed by Section 203 Mgmt For For
of the DGCL.
4. The Director Election Proposal - for Mgmt For For
holders of YAC Class B Common Stock to
elect, assuming the Business Combination
Proposal, the NYSE Proposal, and the
Charter Proposal are approved and adopted,
seven Directors of the SHG Corporation
Board until the 2022 annual meeting of
stockholders or until such directors'
successors have been duly elected and
qualified, or until such directors' earlier
death, resignation, retirement or removal.
5. The Incentive Plan Proposal - to approve Mgmt For For
and adopt, assuming the Business
Combination Proposal, the NYSE Proposal,
and the Charter Proposal are approved and
adopted, the SHG Corporation 2022 Incentive
Award Plan (the "2022 Plan").
6. The Adjournment Proposal - to approve the Mgmt For For
adjournment of the Special Meeting to a
later date or dates, if necessary or
appropriate, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of any of the
condition precedent proposals.
--------------------------------------------------------------------------------------------------------------------------
YUCAIPA ACQUISITION CORPORATION Agenda Number: 935529199
--------------------------------------------------------------------------------------------------------------------------
Security: G9879L105
Meeting Type: Special
Meeting Date: 13-Dec-2021
Ticker: YAC
ISIN: KYG9879L1059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Business Combination Proposal - to approve Mgmt For For
as an ordinary resolution (the "Business
Combination Proposal" or "Proposal No. 1")
the consummation of Yucaipa's business
combination which will involve (i) entry
into that Business Combination Agreement,
(as it may be amended from time to time,
"Business Combination Agreement," a copy of
which is attached to accompanying proxy
statement/prospectus as Annex A), (ii)
Yucaipa's merger with Merger Sub so that
Merger Sub shall be surviving company and
all of the undertakings,property and
liabilities of Yucaipa.
2. Merger Proposal - to authorize, approve and Mgmt For For
confirm as a special resolution (the
"Merger Proposal" or "Proposal No. 2") the
plan of merger as required under section
46(4) of the LLC Act and section 233(4) of
the Companies Act in the form tabled at the
General Meeting (a draft of which is
attached to the accompanying proxy
statement/ prospectus as Annex B, the "Plan
of Merger"); and Yucaipa be authorized to
enter into the Plan of Merger.
3. Charter Amendment Proposal - to resolve on Mgmt For For
a non-binding advisory basis, certain
material provisions in the amendment of the
articles of association of TopCo (the
"Charter Amendment Proposal" or "Proposal
No. 3"), presented separately in accordance
with the SEC requirements.
4. Adjournment Proposal - to approve as an Mgmt For For
ordinary resolution if put to the meeting,
to adjourn the Meeting to a later date or
dates (A) to the extent necessary to ensure
that any required supplement or amendment
to the accompanying proxy
statement/prospectus is provided to Yucaipa
shareholders or (B) in order to solicit
additional proxies from Yucaipa
shareholders in favor of the Business
Combination Proposal or the Merger Proposal
(the "Adjournment Proposal" or "Proposal
No. 4").
--------------------------------------------------------------------------------------------------------------------------
ZANITE ACQUISITION CORP. Agenda Number: 935616081
--------------------------------------------------------------------------------------------------------------------------
Security: 98907K103
Meeting Type: Special
Meeting Date: 06-May-2022
Ticker: ZNTE
ISIN: US98907K1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to adopt the Business Mgmt For For
Combination Agreement, dated as of December
21, 2021 (the "Business Combination
Agreement"), a copy of which is attached to
the accompanying proxy statement as Annex
A, by and among the Company, Embraer S.A.,
a Brazilian corporation (sociedade anonima)
("Embraer"), EVE UAM LLC, a Delaware
limited liability company and a newly
formed direct wholly owned subsidiary of
Embraer that was formed for purposes of
conducting the UAM Business (as defined in
the accompanying ...(due to space limits,
see proxy material for full proposal).
2A. Charter Amendment Proposal A: to approve Mgmt For For
and adopt the Proposed Charter (other than
the proposals addressed in Charter
Amendment Proposal B), which, if approved,
would amend and restate the Current
Charter, and which, if approved, would take
effect upon the Closing.
2B. Charter Amendment Proposal B: to approve Mgmt For For
and adopt a proposed amendment to the
Proposed Charter to (i) increase the number
of authorized shares of Class A common
stock from 100,000,000 to 1,000,000,000,
which will become shares of common stock,
par value of $0.001 per share, of the
combined company upon the Closing, and the
total number of authorized shares of common
stock from 111,000,000 to 1,000,000,000 and
(ii) provide that the number of authorized
shares of any class of common stock or
...(due to space limits, see proxy material
for full proposal).
3A. A proposal to increase the total number of Mgmt For For
authorized shares of stock to 1,100,000,000
shares, consisting of (i) 1,000,000,000
shares of common stock and (ii) 100,000,000
shares of preferred stock, par value
$0.0001 per share.
3B. A proposal to provide that the number of Mgmt For For
authorized shares of any class of common
stock or preferred stock may be increased
or decreased (but not below the number of
shares thereof then outstanding) by the
affirmative vote of the holders of a
majority of the stock of the Company
entitled to vote, irrespective of the
provisions of Section 242(b)(2) of the DGCL
3C. A proposal to require the affirmative vote Mgmt For For
of the holders of at least two-thirds of
the total voting power of all the then
outstanding shares of capital stock of the
Company entitled to vote thereon, voting
together as a single class to (1) make
amendments to certain provisions of the
Proposed Charter (Article THIRTEENTH (A))
and (2) amend the proposed bylaws (as
defined in the accompanying proxy
statement) (Article SIXTH (F)
3D. A proposal to provide that any action Mgmt For For
required or permitted to be taken by the
stockholders of the Company may be taken by
written consent until the time the issued
and outstanding shares of common stock
owned by Embraer Entities (as defined in
the accompanying proxy statement) represent
less than 50% of the voting power of the
then outstanding shares of capital stock of
the Company.
3E. A proposal to elect not to be governed by Mgmt For For
Section 203 of the DGCL relating to
business combinations with interested
stockholders.
3F. A proposal to provide for certain Mgmt For For
additional changes, including, among other
things, (i) changing the post-business
combination company's corporate name from
"Zanite Acquisition Corp." to "Eve Holding,
Inc.", (ii) making the Company's corporate
existence perpetual and (iii) removing
certain provisions related to our status as
a blank check company that will no longer
apply upon consummation of the business
combination, all of which our board of
directors believes are necessary to
adequately address the needs of the
post-business combination Company.
4. A proposal to approve, for purposes of Mgmt For For
complying with applicable listing rules of
the Nasdaq Stock Market ("Nasdaq"), (x) the
issuance of more than 20% of the Company's
issued and outstanding common stock in
connection with the business combination,
consisting of the issuance of (i) shares of
common stock to EAH pursuant to the terms
of the Business Combination Agreement and
(ii) shares of common stock to the PIPE
Investors (as defined in the accompanying
proxy statement) in connection ...(due to
space limits, see proxy material for full
proposal).
5. A proposal to approve and adopt the Eve Mgmt For For
Holding, Inc. 2022 Stock Incentive Plan
(the "Incentive Plan"), a copy of which is
attached to the accompanying proxy
statement as Annex K (the "Incentive Plan
Proposal").
6. DIRECTOR
Sergio Pedreiro Mgmt For For
Jose M. Entrecanales Mgmt For For
Marion Clifton Blakey Mgmt For For
Paul Eremenko Mgmt For For
Luis Carlos Affonso Mgmt For For
Michael Amalfitano Mgmt For For
Kenneth C. Ricci Mgmt For For
7. A proposal to approve the adjournment of Mgmt For For
the special meeting to a later date or
dates, if necessary or appropriate, to
permit further solicitation and vote of
proxies in the event that there are
insufficient votes for, or otherwise in
connection with, the approval of any of the
Condition Precedent Proposals (as defined
below) or we determine that one or more of
the Closing conditions under the Business
Combination Agreement is not satisfied or
waived (the "Adjournment Proposal").
CrossingBridge Responsible Credit Fund
--------------------------------------------------------------------------------------------------------------------------
890 5TH AVENUE PARTNERS, INC. Agenda Number: 935523717
--------------------------------------------------------------------------------------------------------------------------
Security: 28250A105
Meeting Type: Special
Meeting Date: 02-Dec-2021
Ticker: ENFA
ISIN: US28250A1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - to Mgmt For For
adopt the agreement and plan of merger and
transactions contemplated thereby.
2. The Organizational Documents Proposal - to Mgmt For For
approve the proposed amended and restated
certificate of incorporation and bylaws.
3A. Advisory Charter Amendment Proposal A - to Mgmt For For
change 890's name to "BuzzFeed, Inc.".
3B. Advisory Charter Amendment Proposal B - to Mgmt For For
increase the total number of authorized
shares of all classes of capital stock.
3C. Advisory Charter Amendment Proposal C - to Mgmt For For
eliminate certain provisions specific to
890's status as a blank check company.
3D. Advisory Charter Amendment Proposal D - to Mgmt For For
create a classified Board with three
classes, each serving for a three-year
term.
3E. Advisory Charter Amendment Proposal E - to Mgmt For For
eliminate the rights and privileges of
Class F common stock.
3F. Advisory Charter Amendment Proposal F - to Mgmt For For
create a class B common stock with
different super-voting rights.
3G. To create a Class C common stock with no Mgmt For For
voting rights.
3H. Advisory Charter Amendment Proposal H - to Mgmt For For
eliminate the ability of stockholders to
act by written consent.
3I. Advisory Charter Amendment Proposal I - to Mgmt For For
remove the provision renouncing the
corporate opportunity doctrine.
3J. Advisory Charter Amendment Proposal J - to Mgmt For For
require a supermajority vote to remove
directors for cause.
3K. Advisory Charter Amendment Proposal K - to Mgmt For For
increase voting thresholds to two-thirds of
outstanding shares for amendments to the
bylaws and certain provisions of the
certificate of incorporation.
3L. Advisory Charter Amendment Proposal L - to Mgmt For For
require at least 75% of voting power of
Class A and Class B common stock to amend
certain provisions of the proposed
certificate of incorporation.
4. The Stock Issuance Proposal - to approve Mgmt For For
the issuance of shares pursuant to the
Merger Agreement, C Acquisition Purchase
Agreement, and Note Subscription
Agreements.
5A. Election of Class I Nominee a term that Mgmt For For
expires at New BuzzFeed's 2022 annual
meeting of stockholders: Angela Acharia
5B. Election of Class I Nominee a term that Mgmt For For
expires at New BuzzFeed's 2022 annual
meeting of stockholders: Jonah Peretti
5C. Election of Class II Nominee a term that Mgmt For For
expires at New BuzzFeed's 2023 annual
meeting of stockholders: Joan Amble
5D. Election of Class II Nominee a term that Mgmt For For
expires at New BuzzFeed's 2023 annual
meeting of stockholders: Adam Rothstein
5E. Election of Class II Nominee a term that Mgmt For For
expires at New BuzzFeed's 2023 annual
meeting of stockholders: Janet Rolle
5F. Election of Class III Nominee a term that Mgmt For For
expires at New BuzzFeed's 2024 annual
meeting of stockholders: Greg Coleman
5G. Election of Class III Nominee a term that Mgmt For For
expires at New BuzzFeed's 2024 annual
meeting of stockholders: Patrick Kerins
6. The Incentive Plan Proposal - to approve Mgmt For For
the 2021 equity incentive plan.
7. The Employee Stock Purchase Plan Proposal - Mgmt For For
to approve the 2021 employee stock purchase
plan.
8. The Adjournment Proposal - to approve the Mgmt For For
adjournment of the Special Meeting to a
later date, if necessary.
--------------------------------------------------------------------------------------------------------------------------
LINKEM S.P.A. Agenda Number: 714899830
--------------------------------------------------------------------------------------------------------------------------
Security: ADPV52579
Meeting Type: BOND
Meeting Date: 21-Dec-2021
Ticker:
ISIN: XS2039742569
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 21 DEC 2021 AT 12:00 PM.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU'
1 ISSUANCE OF FURTHER ADDITIONAL NOTES FOR AN Mgmt For For
AGGREGATE PRINCIPAL AMOUNT OF UP TO EUR
50,000,000.00 AND RELATED AMENDMENTS TO THE
TERMS AND CONDITIONS OF THE NOTES; RELEVANT
AND CONSEQUENT RESOLUTIONS
CMMT PLEASE NOTE THAT THERE IS A MINIMUM TO Non-Voting
VOTE: 100000 AND MULTIPLE: 1000
CMMT 09 DEC 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO POSTPONEMENT OF THE MEETING
DATE FROM 09 DEC 2021 TO 21 DEC 2021. IF
YOU HAVE ALREADY SENT IN YOUR VOTES ,
PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU
--------------------------------------------------------------------------------------------------------------------------
LINKEM S.P.A. Agenda Number: 714994159
--------------------------------------------------------------------------------------------------------------------------
Security: ADPV52579
Meeting Type: BOND
Meeting Date: 20-Jan-2022
Ticker:
ISIN: XS2039742569
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THERE IS A MINIMUM TO Non-Voting
VOTE: 100000 AND MULTIPLE: 1000
1 ISSUANCE OF FURTHER ADDITIONAL NOTES FOR AN Mgmt No vote
AGGREGATE PRINCIPAL AMOUNT OF UP TO EUR
50,000,000.00 AND RELATED AMENDMENTS TO THE
TERMS AND CONDITIONS OF THE NOTES; RELEVANT
AND CONSEQUENT RESOLUTIONS
CMMT 21 DEC 2021: PLEASE NOTE THAT SHAREHOLDERS Non-Voting
ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'
FOR RESOLUTION 1, ABSTAIN IS NOT A VOTING
OPTION ON THIS MEETING
CMMT 27 DEC 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
OMNICHANNEL ACQUISITION CORP. Agenda Number: 935542490
--------------------------------------------------------------------------------------------------------------------------
Security: 68218L108
Meeting Type: Special
Meeting Date: 01-Feb-2022
Ticker: OCA
ISIN: US68218L1089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - to Mgmt For For
consider and vote upon a proposal to
approve the business combination agreement,
dated as of July 19, 2021 (as may be
amended and/or restated from time to time,
the "Business Combination Agreement"), by
and among Omnichannel Acquisition Corp.
("Omnichannel"), Omnichannel Merger Sub,
Inc., a Delaware corporation ("Merger
Sub"), and Kin Insurance, Inc., a Delaware
corporation ("Kin"), and the transactions
contemplated thereby, pursuant to which
Merger ... (due to space limits, see proxy
statement for full proposal).
2. The Charter Proposal - to consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal is approved
and adopted, the proposed second amended
and restated certificate of incorporation
of Omnichannel (the "Proposed Charter"),
which will replace Omnichannel's amended
and restated certificate of incorporation,
dated November 19, 2020 (the "Current
Charter") and will be in effect upon the
Closing of the Business Combination (we
refer to such proposal as the "Charter
...(due to space limits, see proxy
statement for full proposal).
3A. Advisory Charter Proposal A - to approve Mgmt For For
the reclassification of Pubco's common
stock to a single class. The Proposed
Charter provides for the issuance of common
stock and preferred stock, and does not
provide for the issuance of Class A and
Class B common stock. At the Effective
Time, any distinction between the rights of
Class A and Class B common stock will not
survive the reclassification/conversion to
Pubco common stock. Pursuant to the Current
Charter, and at the Effective Time of the
Business ...(due to space limits, see proxy
statement for full proposal).
3B. Advisory Charter Proposal B - to approve Mgmt For For
the provision in the Proposed Charter
providing that a director may only be
removed only for cause and only by the
affirmative vote of at least two- thirds
(66 and 2/3%) of the shares entitled to
vote at an election of directors. Under the
Current Charter, director removal requires
an affirmative vote of a majority of the
shares of Omnichannel Class B common stock.
3C. Advisory Charter Proposal C - to approve Mgmt For For
amendments to certain provisions of the
Proposed Charter to require the affirmative
vote of at least two-thirds (66 and 2/3%)
of the total voting power of all the then
outstanding shares entitled to vote
thereon, voting together as a single class,
rather than by an affirmative vote of a
majority of the shares entitled to vote
under the Current Charter (and, for the
provisions concerning election and removal
of directors by shareholder vote, approval
...(due to space limits, see proxy
statement for full proposal).
3D. Advisory Charter Proposal D - to approve an Mgmt For For
amendment to the Proposed Charter allowing
for the bylaws of Pubco to be amended,
altered, repealed or adopted by the
affirmative vote of the holders of at least
two-thirds (66 and 2/3%) of the voting
power of all of the then outstanding shares
of voting stock of Pubco entitled to vote
generally in an election of directors, as
opposed to the bylaws of Omnichannel
requiring the approval of a majority of the
board of directors of Omnichannel or by the
... (due to space limits, see proxy
statement for full proposal).
4. The Stock Issuance Proposal - to consider Mgmt For For
and vote upon a proposal to approve,
assuming the Business Combination Proposal
and the Charter Proposal are approved and
adopted, for the purposes of complying with
the applicable listing rules of the NYSE,
the issuance of (x) shares of Omnichannel
Class A common stock pursuant to the terms
of the Business Combination Agreement and
(y) shares of Omnichannel Class A common
stock to certain institutional investors in
connection with the private ...(due to
space limits, see proxy statement for full
proposal).
5. The Incentive Plan Proposal - to consider Mgmt For For
and vote upon a proposal to approve,
assuming the Business Combination Proposal,
the Charter Proposal and the Stock Issuance
Proposal are approved and adopted, the Kin
Insurance Inc. 2021 Omnibus Incentive
Equity Plan (the "Incentive Plan"),
including the authorization of the initial
share reserve under the Incentive Plan (the
"Incentive Plan Proposal").
6. The Adjournment Proposal - to consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the special meeting to a
later date or dates, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the special meeting, any of
the Business Combination Proposal, the
Charter Proposal, the Stock Issuance
Proposal and the Incentive Plan Proposal
would not be duly approved and adopted by
our stockholders or we determine that one
or more of the ... (due to space limits,
see proxy statement for full proposal).
7. The ESPP Proposal - to consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal, the Charter
Proposal and the Stock Issuance Proposal
are approved and adopted, the Kin Insurance
2021 Employee Stock Purchase Plan (the
"ESPP"), including the authorization of the
initial share reserve under the ESPP.
--------------------------------------------------------------------------------------------------------------------------
THIMBLE POINT ACQUISITION CORP. Agenda Number: 935514136
--------------------------------------------------------------------------------------------------------------------------
Security: 88408P107
Meeting Type: Special
Meeting Date: 30-Nov-2021
Ticker: THMA
ISIN: US88408P1075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to (a) approve and adopt the Mgmt For For
Business Combination Agreement, dated as of
June 21, 2021 (as it may be amended,
supplemented or otherwise modified from
time to time in accordance with its terms,
the "Business Combination Agreement"), by
and among THMA, Oz Merger Sub, Inc., a
Delaware corporation and wholly-owned
subsidiary of THMA ("Merger Sub"), and Pear
Therapeutics, Inc., a Delaware corporation
("Pear"), and (b) approve the transactions
contemplated thereby, including ...(due to
space limits, see proxy statement for full
proposal).
2. A proposal to amend the current certificate Mgmt For For
of incorporation of THMA (the "Current
Charter") and adopt the Second Amended and
Restated Certificate of Incorporation (the
"Proposed Charter") to be effective upon
the consummation of the Merger (the
"Closing") which will include amendments to
(a) increase the number of authorized
shares of THMA's capital stock, par value
$0.0001 per share, from 221,000,000 shares,
consisting of (i) 220,000,000 shares of
common stock, including 200,000,000 shares
...(due to space limits, see proxy
statement for full proposal).
3. On a non-binding advisory basis, a separate Mgmt For For
proposal with respect to certain governance
provisions in the Proposed Charter in
accordance with Securities and Exchange
Commission guidance. The Proposed Charter,
and the provisions that are the subject of
this proposal, is further described in the
Proxy Statement for the Special Meeting and
a copy of the Proposed Charter is attached
as Annex B to the Proxy Statement.
4. DIRECTOR
Zack Lynch Mgmt For For
Kirthiga Reddy Mgmt For For
Andrew J. Schwab Mgmt For For
Alison Bauerlein Mgmt For For
Nancy Schlichting Mgmt For For
Jorge Gomez Mgmt For For
Corey McCann Mgmt For For
5. A proposal to approve, in connection with Mgmt For For
the Merger, for purposes of complying with
applicable listing rules of the NASDAQ
Stock Market ("NASDAQ"), the issuance
and/or sale of (a) up to 132,395,625 THMA
Class A Common Shares to the holders of
Pear's capital stock pursuant to the
Business Combination Agreement and the
reservation for issuance of THMA Class A
Common Shares subject to Rollover Options
(as defined in the Proxy Statement)
pursuant to the Business Combination
Agreement ...(due to space limits, see
proxy statement for full proposal).
6. A proposal to approve and adopt the Pear Mgmt For For
Holdings Corp. 2021 Stock Option and
Incentive Plan (the "2021 Plan"), a copy of
which is attached as Annex K to the Proxy
Statement, and the material terms
thereunder.
7. A proposal to approve and adopt the Pear Mgmt For For
Holdings Corp. Employee Stock Purchase Plan
(the "2021 ESPP"), a copy of which is
attached as Annex L to the Proxy Statement,
and the material terms thereunder.
8. A proposal to approve the adjournment of Mgmt For For
the Special Meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies in the
event that there are insufficient votes
for, or otherwise in connection with,
Proposals 1-2 and 4-7.
--------------------------------------------------------------------------------------------------------------------------
TREBIA ACQUISITION CORP. Agenda Number: 935539532
--------------------------------------------------------------------------------------------------------------------------
Security: G9027T109
Meeting Type: Special
Meeting Date: 20-Jan-2022
Ticker: TREB
ISIN: KYG9027T1094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - a Mgmt For For
proposal to approve Trebia's entry into
that certain Business Combination
Agreement, dated as of June 28, 2021 and
amended on November 30, 2021 (as may be
amended, supplemented or otherwise modified
from time to time, the "Business
Combination Agreement"), by and among
Trebia, S1 Holdco, LLC ("S1 Holdco"),
Orchid Merger Sub I, Inc. ("Trebia Merger
Sub I"), Orchid Merger Sub II, Inc.
("Trebia Merger Sub II"), System1 SS
Protect Holdings, Inc. ("Protected")
...(due to space limits, see proxy
statement for full proposal).
2. The NYSE Proposal - a proposal to approve, Mgmt For For
for the purposes of complying with the
applicable provisions of Section 312.03 of
the NYSE's Listed Company Manual, (i) the
issuance of common stock of System1 (as
defined below) in connection with the
consummation of the transactions
contemplated by the Business Combination
Agreement and the other transaction
agreements, (ii) all issuances of shares of
common stock of System1 upon the conversion
of shares of any other class of System1
common stock ...(due to space limits, see
proxy statement for full proposal).
3. The Domestication Proposal - a proposal to Mgmt For For
approve that Trebia be domesticated as a
Delaware corporation in accordance with
Section 388 of the DGCL and de-register as
a Cayman Islands exempted company in
accordance with Section 206 of the Cayman
Islands Companies Act (As Revised) (the
"Domestication"), upon which Trebia will
change its name to "System1, Inc."
("System1").
4. The Charter Amendment Proposal - a proposal Mgmt For For
to approve the amendment and restatement of
the amended and restated memorandum and
articles of association of Trebia by their
deletion and replacement with the proposed
certificate of incorporation of System1, (a
copy of which is attached to the
accompanying proxy statement/prospectus as
Annex B (the "System1 Charter")), and the
proposed bylaws of System1, a copy of which
is attached to the accompanying proxy
statement/prospectus as Annex C (the
...(due to space limits, see proxy
statement for full proposal).
5A. Multi-class Shares Proposal - a proposal to Mgmt For For
authorize a change to the authorized
capital stock of Trebia from (A)
400,000,000 Class A ordinary shares of
Trebia, par value $0.0001 per share,
40,000,000 Class B ordinary shares of
Trebia, par value $0.0001 per share, and
1,000,000 preferred shares of Trebia, par
value $0.0001 per share, to (B) 500,000,000
shares of System1 class A common stock, par
value $0.0001 per share, 25,000,000 shares
of System1 class C common stock, par value
$0.0001 per share, ...(due to space limits,
see proxy statement for full proposal).
5B. Election, Number and Removal of Directors - Mgmt For For
a proposal to permit changes to the ability
of shareholders to vote and remove
directors from the System1 board of
directors.
5C. Approval of Business Combination - a Mgmt For For
proposal to approve the adoption of a
majority voting requirement to approve a
merger or other form of business
combination, if such merger or business
combination is approved by the System1
board of directors.
5D. Exclusive Forum Provision - a proposal to Mgmt For For
make the Delaware Court of Chancery serve
as the exclusive forum (or, in the event
that the Delaware Court of Chancery does
not have jurisdiction, the federal district
court for the District of Delaware or other
state courts of the State of Delaware) for
any shareholder claims, including claims in
the right of System1 that are based upon a
violation of a duty by a current or former
director, officer, employee or shareholder
in such capacity, or as to ...(due to space
limits, see proxy statement for full
proposal).
5E. Action by Written Consent of Stockholders - Mgmt For For
a proposal to only permit action by System1
shareholders only at a duly called annual
or special meeting of such shareholders.
5F. Other Changes In Connection With Adoption Mgmt For For
of the System1 Organizational Documents - a
proposal to approve and authorize (A)
changing the corporate name from "Trebia
Acquisition Corp." to "System1, Inc.", (B)
making System1's corporate existence
perpetual, and (C) removing certain
provisions related to System1's status as a
blank check company.
6. The Incentive Plan Proposal - a proposal to Mgmt For For
approve and adopt the System1 2022
Incentive Award Plan (the "Incentive Plan")
and the material terms thereunder,
including the authorization of the
accompanying initial share reserve
thereunder. A copy of the Incentive Plan is
attached to the accompanying proxy
statement/prospectus as Annex D.
7. DIRECTOR
Dexter Fowler Mgmt For For
Caroline Horn Mgmt For For
Jennifer Prince Mgmt For For
Moujan Kazerani Mgmt For For
Frank R. Martire, Jr. Mgmt For For
Christopher Phillips Mgmt For For
Michael Blend Mgmt For For
William P. Foley, II Mgmt For For
8. The Adjournment Proposal - a proposal to Mgmt For For
approve the adjournment of the
Extraordinary General Meeting to a later
date or dates (i) to the extent necessary
to ensure that any required supplement or
amendment to the accompanying proxy
statement/prospectus is provided to Trebia
Shareholders or, if as of the time for
which the Extraordinary General Meeting is
scheduled, there are insufficient Trebia
ordinary shares represented (either in
person or by proxy) to constitute ...(due
to space limits, see proxy statement for
full proposal).
CrossingBridge Ultra-Short Duration Fund
--------------------------------------------------------------------------------------------------------------------------
890 5TH AVENUE PARTNERS, INC. Agenda Number: 935523717
--------------------------------------------------------------------------------------------------------------------------
Security: 28250A105
Meeting Type: Special
Meeting Date: 02-Dec-2021
Ticker: ENFA
ISIN: US28250A1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - to Mgmt For For
adopt the agreement and plan of merger and
transactions contemplated thereby.
2. The Organizational Documents Proposal - to Mgmt For For
approve the proposed amended and restated
certificate of incorporation and bylaws.
3A. Advisory Charter Amendment Proposal A - to Mgmt For For
change 890's name to "BuzzFeed, Inc.".
3B. Advisory Charter Amendment Proposal B - to Mgmt For For
increase the total number of authorized
shares of all classes of capital stock.
3C. Advisory Charter Amendment Proposal C - to Mgmt For For
eliminate certain provisions specific to
890's status as a blank check company.
3D. Advisory Charter Amendment Proposal D - to Mgmt For For
create a classified Board with three
classes, each serving for a three-year
term.
3E. Advisory Charter Amendment Proposal E - to Mgmt For For
eliminate the rights and privileges of
Class F common stock.
3F. Advisory Charter Amendment Proposal F - to Mgmt For For
create a class B common stock with
different super-voting rights.
3G. To create a Class C common stock with no Mgmt For For
voting rights.
3H. Advisory Charter Amendment Proposal H - to Mgmt For For
eliminate the ability of stockholders to
act by written consent.
3I. Advisory Charter Amendment Proposal I - to Mgmt For For
remove the provision renouncing the
corporate opportunity doctrine.
3J. Advisory Charter Amendment Proposal J - to Mgmt For For
require a supermajority vote to remove
directors for cause.
3K. Advisory Charter Amendment Proposal K - to Mgmt For For
increase voting thresholds to two-thirds of
outstanding shares for amendments to the
bylaws and certain provisions of the
certificate of incorporation.
3L. Advisory Charter Amendment Proposal L - to Mgmt For For
require at least 75% of voting power of
Class A and Class B common stock to amend
certain provisions of the proposed
certificate of incorporation.
4. The Stock Issuance Proposal - to approve Mgmt For For
the issuance of shares pursuant to the
Merger Agreement, C Acquisition Purchase
Agreement, and Note Subscription
Agreements.
5A. Election of Class I Nominee a term that Mgmt For For
expires at New BuzzFeed's 2022 annual
meeting of stockholders: Angela Acharia
5B. Election of Class I Nominee a term that Mgmt For For
expires at New BuzzFeed's 2022 annual
meeting of stockholders: Jonah Peretti
5C. Election of Class II Nominee a term that Mgmt For For
expires at New BuzzFeed's 2023 annual
meeting of stockholders: Joan Amble
5D. Election of Class II Nominee a term that Mgmt For For
expires at New BuzzFeed's 2023 annual
meeting of stockholders: Adam Rothstein
5E. Election of Class II Nominee a term that Mgmt For For
expires at New BuzzFeed's 2023 annual
meeting of stockholders: Janet Rolle
5F. Election of Class III Nominee a term that Mgmt For For
expires at New BuzzFeed's 2024 annual
meeting of stockholders: Greg Coleman
5G. Election of Class III Nominee a term that Mgmt For For
expires at New BuzzFeed's 2024 annual
meeting of stockholders: Patrick Kerins
6. The Incentive Plan Proposal - to approve Mgmt For For
the 2021 equity incentive plan.
7. The Employee Stock Purchase Plan Proposal - Mgmt For For
to approve the 2021 employee stock purchase
plan.
8. The Adjournment Proposal - to approve the Mgmt For For
adjournment of the Special Meeting to a
later date, if necessary.
--------------------------------------------------------------------------------------------------------------------------
BULL HORN HOLDINGS CORP Agenda Number: 935526357
--------------------------------------------------------------------------------------------------------------------------
Security: G1686P106
Meeting Type: Annual
Meeting Date: 16-Dec-2021
Ticker: BHSE
ISIN: VGG1686P1062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Baron Davis Mgmt For For
Michael Gandler Mgmt For For
Jeff Wattenberg Mgmt For For
Doug Schaer Mgmt For For
2. To ratify the appointment of Marcum LLP as Mgmt For For
the Company's independent registered public
accounting firm for the fiscal year ending
December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
BULL HORN HOLDINGS CORP. Agenda Number: 935600482
--------------------------------------------------------------------------------------------------------------------------
Security: G1686P106
Meeting Type: Special
Meeting Date: 26-Apr-2022
Ticker: BHSE
ISIN: VGG1686P1062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Proposal: To amend Bull Horn's Mgmt For For
Amended and Restated Memorandum and
Articles of Association to extend the date
that Bull Horn must consummate a business
combination to November 3, 2022, by
amending the Amended and Restated
Memorandum and Articles of Association to
delete the existing Regulation 23.2 thereof
and replacing it with the new Regulation
23.2 in the form set forth in Annex A of
the accompanying proxy statement.
2. Adjournment Proposal: To direct the Mgmt For For
chairman of the special meeting to adjourn
the special meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
special meeting, there are not sufficient
votes to approve the Extension Proposal.
--------------------------------------------------------------------------------------------------------------------------
GLOBAL SPAC PARTNERS CO. Agenda Number: 935582468
--------------------------------------------------------------------------------------------------------------------------
Security: G3934K103
Meeting Type: Special
Meeting Date: 11-Apr-2022
Ticker: GLSPT
ISIN: KYG3934K1031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) The Extension Amendment Proposal - To Mgmt For For
amend, by way of special resolution, the
amended and restated Memorandum and
Articles of Association of Global SPAC
Partners Co. ("Global") to extend the date
by which Global has to consummate a
business combination from April 13, 2022 to
July 13, 2022 (or such earlier date as
determined by Global's Board of Directors).
2) The Adjournment Proposal - To instruct the Mgmt For For
chairman of the extraordinary general
meeting to adjourn the extraordinary
general meeting of Global shareholders to a
later date or dates, if necessary, to
permit further solicitation and vote of
Proxies if, based upon the tabulated vote
at the time of the special meeting, there
are not sufficient votes to approve the
Extension Amendment Proposal.
--------------------------------------------------------------------------------------------------------------------------
L&F ACQUISITION CORP Agenda Number: 935611055
--------------------------------------------------------------------------------------------------------------------------
Security: G53702109
Meeting Type: Special
Meeting Date: 03-May-2022
Ticker: LNFA
ISIN: KYG537021092
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Extension Amendment Proposal - Mgmt For For
RESOLVED, as a special resolution that: a)
the first sentence of Article 49.7 of L&F's
Amended and Restated Memorandum and
Articles of Association be deleted in its
entirety and replaced with the following
new first sentence of Article 49.7: "In the
event that the Company does not consummate
a Business Combination by August 24, 2022,
or such later time as the Members may
approve in accordance with the Articles,
the Company shall:" b) Article 49.8(a) of
L&F's ...(due to space limits, see proxy
material for full proposal).
2. The Adjournment Proposal - RESOLVED, as an Mgmt For For
ordinary resolution, that the adjournment
of the Shareholder Meeting to a later date
or dates if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
Shareholder Meeting, there are insufficient
Class A ordinary shares, par value $0.0001
per share and Class B ordinary shares, par
value $0.0001 per share in the capital of
L&F represented (either in person or by
proxy) to constitute a quorum necessary
...(due to space limits, see proxy material
for full proposal).
--------------------------------------------------------------------------------------------------------------------------
MALACCA STRAITS ACQUISITION CO. LTD. Agenda Number: 935528957
--------------------------------------------------------------------------------------------------------------------------
Security: G5859B117
Meeting Type: Annual
Meeting Date: 27-Dec-2021
Ticker: MLAC
ISIN: KYG5859B1178
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Appointment of Director to serve until the Mgmt For For
2023 annual general meeting: Kenneth Ng
1.2 Appointment of Director to serve until the Mgmt For For
2023 annual general meeting: Stanley Wang
1.3 Appointment of Director to serve until the Mgmt For For
2023 annual general meeting: Christian
Jason Chan
1.4 Appointment of Director to serve until the Mgmt For For
2023 annual general meeting: Ping He
1.5 Appointment of Director to serve until the Mgmt For For
2023 annual general meeting: Dwi Prasetyo
Suseno
2. Ratification of the selection by the audit Mgmt For For
committee of WithumSmith+Brown, PC to serve
as our independent registered public
accounting firm for the year ended December
31, 2021.
3. Amend the Company's amended and restated Mgmt For For
memorandum and articles of association to
extend the date that the Company has to
consummate a business combination from
January 17, 2022 (which is 18 months from
the closing of our initial public offering)
to October 17, 2022 (or such earlier date
as determined by the Board of Directors).
4. Adjourn the Annual Meeting to a later date Mgmt For For
or dates, if necessary, to permit further
solicitation and vote of proxies in the
event that there are insufficient votes
for, or otherwise in connection with, the
approval of the other proposals.
--------------------------------------------------------------------------------------------------------------------------
THIMBLE POINT ACQUISITION CORP. Agenda Number: 935514136
--------------------------------------------------------------------------------------------------------------------------
Security: 88408P107
Meeting Type: Special
Meeting Date: 30-Nov-2021
Ticker: THMA
ISIN: US88408P1075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to (a) approve and adopt the Mgmt For For
Business Combination Agreement, dated as of
June 21, 2021 (as it may be amended,
supplemented or otherwise modified from
time to time in accordance with its terms,
the "Business Combination Agreement"), by
and among THMA, Oz Merger Sub, Inc., a
Delaware corporation and wholly-owned
subsidiary of THMA ("Merger Sub"), and Pear
Therapeutics, Inc., a Delaware corporation
("Pear"), and (b) approve the transactions
contemplated thereby, including ...(due to
space limits, see proxy statement for full
proposal).
2. A proposal to amend the current certificate Mgmt For For
of incorporation of THMA (the "Current
Charter") and adopt the Second Amended and
Restated Certificate of Incorporation (the
"Proposed Charter") to be effective upon
the consummation of the Merger (the
"Closing") which will include amendments to
(a) increase the number of authorized
shares of THMA's capital stock, par value
$0.0001 per share, from 221,000,000 shares,
consisting of (i) 220,000,000 shares of
common stock, including 200,000,000 shares
...(due to space limits, see proxy
statement for full proposal).
3. On a non-binding advisory basis, a separate Mgmt For For
proposal with respect to certain governance
provisions in the Proposed Charter in
accordance with Securities and Exchange
Commission guidance. The Proposed Charter,
and the provisions that are the subject of
this proposal, is further described in the
Proxy Statement for the Special Meeting and
a copy of the Proposed Charter is attached
as Annex B to the Proxy Statement.
4. DIRECTOR
Zack Lynch Mgmt For For
Kirthiga Reddy Mgmt For For
Andrew J. Schwab Mgmt For For
Alison Bauerlein Mgmt For For
Nancy Schlichting Mgmt For For
Jorge Gomez Mgmt For For
Corey McCann Mgmt For For
5. A proposal to approve, in connection with Mgmt For For
the Merger, for purposes of complying with
applicable listing rules of the NASDAQ
Stock Market ("NASDAQ"), the issuance
and/or sale of (a) up to 132,395,625 THMA
Class A Common Shares to the holders of
Pear's capital stock pursuant to the
Business Combination Agreement and the
reservation for issuance of THMA Class A
Common Shares subject to Rollover Options
(as defined in the Proxy Statement)
pursuant to the Business Combination
Agreement ...(due to space limits, see
proxy statement for full proposal).
6. A proposal to approve and adopt the Pear Mgmt For For
Holdings Corp. 2021 Stock Option and
Incentive Plan (the "2021 Plan"), a copy of
which is attached as Annex K to the Proxy
Statement, and the material terms
thereunder.
7. A proposal to approve and adopt the Pear Mgmt For For
Holdings Corp. Employee Stock Purchase Plan
(the "2021 ESPP"), a copy of which is
attached as Annex L to the Proxy Statement,
and the material terms thereunder.
8. A proposal to approve the adjournment of Mgmt For For
the Special Meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies in the
event that there are insufficient votes
for, or otherwise in connection with,
Proposals 1-2 and 4-7.
--------------------------------------------------------------------------------------------------------------------------
TREBIA ACQUISITION CORP. Agenda Number: 935539532
--------------------------------------------------------------------------------------------------------------------------
Security: G9027T109
Meeting Type: Special
Meeting Date: 20-Jan-2022
Ticker: TREB
ISIN: KYG9027T1094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - a Mgmt For For
proposal to approve Trebia's entry into
that certain Business Combination
Agreement, dated as of June 28, 2021 and
amended on November 30, 2021 (as may be
amended, supplemented or otherwise modified
from time to time, the "Business
Combination Agreement"), by and among
Trebia, S1 Holdco, LLC ("S1 Holdco"),
Orchid Merger Sub I, Inc. ("Trebia Merger
Sub I"), Orchid Merger Sub II, Inc.
("Trebia Merger Sub II"), System1 SS
Protect Holdings, Inc. ("Protected")
...(due to space limits, see proxy
statement for full proposal).
2. The NYSE Proposal - a proposal to approve, Mgmt For For
for the purposes of complying with the
applicable provisions of Section 312.03 of
the NYSE's Listed Company Manual, (i) the
issuance of common stock of System1 (as
defined below) in connection with the
consummation of the transactions
contemplated by the Business Combination
Agreement and the other transaction
agreements, (ii) all issuances of shares of
common stock of System1 upon the conversion
of shares of any other class of System1
common stock ...(due to space limits, see
proxy statement for full proposal).
3. The Domestication Proposal - a proposal to Mgmt For For
approve that Trebia be domesticated as a
Delaware corporation in accordance with
Section 388 of the DGCL and de-register as
a Cayman Islands exempted company in
accordance with Section 206 of the Cayman
Islands Companies Act (As Revised) (the
"Domestication"), upon which Trebia will
change its name to "System1, Inc."
("System1").
4. The Charter Amendment Proposal - a proposal Mgmt For For
to approve the amendment and restatement of
the amended and restated memorandum and
articles of association of Trebia by their
deletion and replacement with the proposed
certificate of incorporation of System1, (a
copy of which is attached to the
accompanying proxy statement/prospectus as
Annex B (the "System1 Charter")), and the
proposed bylaws of System1, a copy of which
is attached to the accompanying proxy
statement/prospectus as Annex C (the
...(due to space limits, see proxy
statement for full proposal).
5A. Multi-class Shares Proposal - a proposal to Mgmt For For
authorize a change to the authorized
capital stock of Trebia from (A)
400,000,000 Class A ordinary shares of
Trebia, par value $0.0001 per share,
40,000,000 Class B ordinary shares of
Trebia, par value $0.0001 per share, and
1,000,000 preferred shares of Trebia, par
value $0.0001 per share, to (B) 500,000,000
shares of System1 class A common stock, par
value $0.0001 per share, 25,000,000 shares
of System1 class C common stock, par value
$0.0001 per share, ...(due to space limits,
see proxy statement for full proposal).
5B. Election, Number and Removal of Directors - Mgmt For For
a proposal to permit changes to the ability
of shareholders to vote and remove
directors from the System1 board of
directors.
5C. Approval of Business Combination - a Mgmt For For
proposal to approve the adoption of a
majority voting requirement to approve a
merger or other form of business
combination, if such merger or business
combination is approved by the System1
board of directors.
5D. Exclusive Forum Provision - a proposal to Mgmt For For
make the Delaware Court of Chancery serve
as the exclusive forum (or, in the event
that the Delaware Court of Chancery does
not have jurisdiction, the federal district
court for the District of Delaware or other
state courts of the State of Delaware) for
any shareholder claims, including claims in
the right of System1 that are based upon a
violation of a duty by a current or former
director, officer, employee or shareholder
in such capacity, or as to ...(due to space
limits, see proxy statement for full
proposal).
5E. Action by Written Consent of Stockholders - Mgmt For For
a proposal to only permit action by System1
shareholders only at a duly called annual
or special meeting of such shareholders.
5F. Other Changes In Connection With Adoption Mgmt For For
of the System1 Organizational Documents - a
proposal to approve and authorize (A)
changing the corporate name from "Trebia
Acquisition Corp." to "System1, Inc.", (B)
making System1's corporate existence
perpetual, and (C) removing certain
provisions related to System1's status as a
blank check company.
6. The Incentive Plan Proposal - a proposal to Mgmt For For
approve and adopt the System1 2022
Incentive Award Plan (the "Incentive Plan")
and the material terms thereunder,
including the authorization of the
accompanying initial share reserve
thereunder. A copy of the Incentive Plan is
attached to the accompanying proxy
statement/prospectus as Annex D.
7. DIRECTOR
Dexter Fowler Mgmt For For
Caroline Horn Mgmt For For
Jennifer Prince Mgmt For For
Moujan Kazerani Mgmt For For
Frank R. Martire, Jr. Mgmt For For
Christopher Phillips Mgmt For For
Michael Blend Mgmt For For
William P. Foley, II Mgmt For For
8. The Adjournment Proposal - a proposal to Mgmt For For
approve the adjournment of the
Extraordinary General Meeting to a later
date or dates (i) to the extent necessary
to ensure that any required supplement or
amendment to the accompanying proxy
statement/prospectus is provided to Trebia
Shareholders or, if as of the time for
which the Extraordinary General Meeting is
scheduled, there are insufficient Trebia
ordinary shares represented (either in
person or by proxy) to constitute ...(due
to space limits, see proxy statement for
full proposal).
--------------------------------------------------------------------------------------------------------------------------
ZANITE ACQUISITION CORP. Agenda Number: 935616081
--------------------------------------------------------------------------------------------------------------------------
Security: 98907K103
Meeting Type: Special
Meeting Date: 06-May-2022
Ticker: ZNTE
ISIN: US98907K1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to adopt the Business Mgmt For For
Combination Agreement, dated as of December
21, 2021 (the "Business Combination
Agreement"), a copy of which is attached to
the accompanying proxy statement as Annex
A, by and among the Company, Embraer S.A.,
a Brazilian corporation (sociedade anonima)
("Embraer"), EVE UAM LLC, a Delaware
limited liability company and a newly
formed direct wholly owned subsidiary of
Embraer that was formed for purposes of
conducting the UAM Business (as defined in
the accompanying ...(due to space limits,
see proxy material for full proposal).
2A. Charter Amendment Proposal A: to approve Mgmt For For
and adopt the Proposed Charter (other than
the proposals addressed in Charter
Amendment Proposal B), which, if approved,
would amend and restate the Current
Charter, and which, if approved, would take
effect upon the Closing.
2B. Charter Amendment Proposal B: to approve Mgmt For For
and adopt a proposed amendment to the
Proposed Charter to (i) increase the number
of authorized shares of Class A common
stock from 100,000,000 to 1,000,000,000,
which will become shares of common stock,
par value of $0.001 per share, of the
combined company upon the Closing, and the
total number of authorized shares of common
stock from 111,000,000 to 1,000,000,000 and
(ii) provide that the number of authorized
shares of any class of common stock or
...(due to space limits, see proxy material
for full proposal).
3A. A proposal to increase the total number of Mgmt For For
authorized shares of stock to 1,100,000,000
shares, consisting of (i) 1,000,000,000
shares of common stock and (ii) 100,000,000
shares of preferred stock, par value
$0.0001 per share.
3B. A proposal to provide that the number of Mgmt For For
authorized shares of any class of common
stock or preferred stock may be increased
or decreased (but not below the number of
shares thereof then outstanding) by the
affirmative vote of the holders of a
majority of the stock of the Company
entitled to vote, irrespective of the
provisions of Section 242(b)(2) of the DGCL
3C. A proposal to require the affirmative vote Mgmt For For
of the holders of at least two-thirds of
the total voting power of all the then
outstanding shares of capital stock of the
Company entitled to vote thereon, voting
together as a single class to (1) make
amendments to certain provisions of the
Proposed Charter (Article THIRTEENTH (A))
and (2) amend the proposed bylaws (as
defined in the accompanying proxy
statement) (Article SIXTH (F)
3D. A proposal to provide that any action Mgmt For For
required or permitted to be taken by the
stockholders of the Company may be taken by
written consent until the time the issued
and outstanding shares of common stock
owned by Embraer Entities (as defined in
the accompanying proxy statement) represent
less than 50% of the voting power of the
then outstanding shares of capital stock of
the Company.
3E. A proposal to elect not to be governed by Mgmt For For
Section 203 of the DGCL relating to
business combinations with interested
stockholders.
3F. A proposal to provide for certain Mgmt For For
additional changes, including, among other
things, (i) changing the post-business
combination company's corporate name from
"Zanite Acquisition Corp." to "Eve Holding,
Inc.", (ii) making the Company's corporate
existence perpetual and (iii) removing
certain provisions related to our status as
a blank check company that will no longer
apply upon consummation of the business
combination, all of which our board of
directors believes are necessary to
adequately address the needs of the
post-business combination Company.
4. A proposal to approve, for purposes of Mgmt For For
complying with applicable listing rules of
the Nasdaq Stock Market ("Nasdaq"), (x) the
issuance of more than 20% of the Company's
issued and outstanding common stock in
connection with the business combination,
consisting of the issuance of (i) shares of
common stock to EAH pursuant to the terms
of the Business Combination Agreement and
(ii) shares of common stock to the PIPE
Investors (as defined in the accompanying
proxy statement) in connection ...(due to
space limits, see proxy material for full
proposal).
5. A proposal to approve and adopt the Eve Mgmt For For
Holding, Inc. 2022 Stock Incentive Plan
(the "Incentive Plan"), a copy of which is
attached to the accompanying proxy
statement as Annex K (the "Incentive Plan
Proposal").
6. DIRECTOR
Sergio Pedreiro Mgmt For For
Jose M. Entrecanales Mgmt For For
Marion Clifton Blakey Mgmt For For
Paul Eremenko Mgmt For For
Luis Carlos Affonso Mgmt For For
Michael Amalfitano Mgmt For For
Kenneth C. Ricci Mgmt For For
7. A proposal to approve the adjournment of Mgmt For For
the special meeting to a later date or
dates, if necessary or appropriate, to
permit further solicitation and vote of
proxies in the event that there are
insufficient votes for, or otherwise in
connection with, the approval of any of the
Condition Precedent Proposals (as defined
below) or we determine that one or more of
the Closing conditions under the Business
Combination Agreement is not satisfied or
waived (the "Adjournment Proposal").
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) Trust for Professional Managers
By (Signature) /s/ John Buckel
Name John Buckel
Title President
Date 08/15/2022