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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM N-PX
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ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act File Number: 811-03445
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THE MERGER FUND
(exact name of registrant as specified in charter)
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101 Munson Street, Greenfield, MA 01301
(Address of principal executive offices)
Jennifer Fromm, Esq., Vice President, Chief Legal Officer, Counsel and
Secretary Virtus Investment Partners, Inc. One Financial Plaza, Hartford CT
06103
(Name and Address of agent for service)
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Registrant's telephone number, including area code: 800-243-1574
Date of Fiscal Year End: 12/31
Date of Reporting Period: 07/01/2021 - 06/30/2022
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******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-03445
Reporting Period: 07/01/2021 - 06/30/2022
The Merger Fund
=============================== The Merger Fund ================================
890 5TH AVENUE PARTNERS, INC.
Ticker: ENFA Security ID: 28250A105
Meeting Date: DEC 02, 2021 Meeting Type: Special
Record Date: OCT 08, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - to For For Management
adopt the agreement and plan of merger
and transactions contemplated thereby.
2. The Organizational Documents Proposal For For Management
- to approve the proposed amended and
restated certificate of incorporation
and bylaws.
3A. Advisory Charter Amendment Proposal A For For Management
- to change 890's name to "BuzzFeed,
Inc.".
3B. Advisory Charter Amendment Proposal B For For Management
- to increase the total number of
authorized shares of all classes of
capital stock.
3C. Advisory Charter Amendment Proposal C For For Management
- to eliminate certain provisions
specific to 890's status as a blank
check company.
3D. Advisory Charter Amendment Proposal D For For Management
- to create a classified Board with
three classes, each serving for a
three-year term.
3E. Advisory Charter Amendment Proposal E For For Management
- to eliminate the rights and
privileges of Class F common stock.
3F. Advisory Charter Amendment Proposal F For For Management
- to create a class B common stock
with different super-voting rights.
3G. To create a Class C common stock with For For Management
no voting rights.
3H. Advisory Charter Amendment Proposal H For For Management
- to eliminate the ability of
stockholders to act by written consent.
3I. Advisory Charter Amendment Proposal I For For Management
- to remove the provision renouncing
the corporate opportunity doctrine.
3J. Advisory Charter Amendment Proposal J For For Management
- to require a supermajority vote to
remove directors for cause.
3K. Advisory Charter Amendment Proposal K For For Management
- to 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 For For Management
- to 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 For For Management
approve 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 For For Management
that expires at New BuzzFeed's 2022
annual meeting of stockholders: Angela
Acharia
5B. Election of Class I Nominee a term For For Management
that expires at New BuzzFeed's 2022
annual meeting of stockholders: Jonah
Peretti
5C. Election of Class II Nominee a term For For Management
that expires at New BuzzFeed's 2023
annual meeting of stockholders: Joan
Amble
5D. Election of Class II Nominee a term For For Management
that expires at New BuzzFeed's 2023
annual meeting of stockholders: Adam
Rothstein
5E. Election of Class II Nominee a term For For Management
that expires at New BuzzFeed's 2023
annual meeting of stockholders: Janet
Rolle
5F. Election of Class III Nominee a term For For Management
that expires at New BuzzFeed's 2024
annual meeting of stockholders: Greg
Coleman
5G. Election of Class III Nominee a term For For Management
that expires at New BuzzFeed's 2024
annual meeting of stockholders:
Patrick Kerins
6. The Incentive Plan Proposal - to For For Management
approve the 2021 equity incentive plan.
7. The Employee Stock Purchase Plan For For Management
Proposal - to approve the 2021
employee stock purchase plan.
8. The Adjournment Proposal - to approve For For Management
the adjournment of the Special Meeting
to a later date, if necessary.
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ACE CONVERGENCE ACQUISITION CORP.
Ticker: ACEV Security ID: G0083D120
Meeting Date: JAN 21, 2022 Meeting Type: Annual
Record Date: NOV 30, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Re-Election of Director to serve until For For Management
the 2022 annual general meeting:
Behrooz Abdi
1.2 Re-Election of Director to serve until For For Management
the 2022 annual general meeting: Denis
Tse
1.3 Re-Election of Director to serve until For For Management
the 2022 annual general meeting:
Kenneth Klein
1.4 Re-Election of Director to serve until For For Management
the 2022 annual general meeting: Omid
Tahernia
1.5 Re-Election of Director to serve until For For Management
the 2022 annual general meeting: Ryan
Benton
1.6 Re-Election of Director to serve until For For Management
the 2022 annual general meeting:
Raquel Chmielewski
2. Ratification of Selection of For For Management
Independent Registered Public
Accounting Firm - Ratify the selection
by our audit committee of
WithumSmith+Brown, PC as the Company's
independent registered public
accounting firm for the Company's
fiscal year ending December
3. Charter Extension - Amend the For For Management
Company's Amended and Restated
Memorandum and Articles of Association
(the "Charter") pursuant to an
amendment to the Charter in the form
set forth in Annex A of the
accompanying proxy statement to extend
the date by which th
4. Trust Extension - Amend the Investment For For Management
Management Trust Agreement, dated as
of July 27, 2020 (the "Trust
Agreement"), by and between the
Company and Continental Stock Transfer
& Trust Company, a New York
corporation, as trustee
("Continental"),
5. Adjournment Proposal - Approve the For For Management
adjournment of the Annual 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, th
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ACTIVISION BLIZZARD, INC.
Ticker: ATVI Security ID: 00507V109
Meeting Date: APR 28, 2022 Meeting Type: Special
Record Date: MAR 14, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Adoption of the Merger Agreement. To For For Management
adopt the Agreement and Plan of Merger
(as it may be amended from time to
time), dated as of January 18, 2022
(the "merger agreement"), by and among
Activision Blizzard, Inc. ("Activision
Blizzard"), Microsoft Corporat
2. Approval, by Means of a Non-Binding, For For Management
Advisory Vote, of Certain Compensatory
Arrangements with Named Executive
Officers. To approve, by means of a
non- binding, advisory vote,
compensation that will or may become
payable to the named executive
officers of
3. Adjournment of the Special Meeting. To For For Management
adjourn the special meeting to a later
date or dates, if necessary or
appropriate, to allow time to solicit
additional proxies if there are
insufficient votes to adopt the merger
agreement at the time of the special
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ACTIVISION BLIZZARD, INC.
Ticker: ATVI Security ID: 00507V109
Meeting Date: APR 28, 2022 Meeting Type: Special
Record Date: MAR 14, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Adoption of the Merger Agreement. To For For Management
adopt the Agreement and Plan of Merger
(as it may be amended from time to
time), dated as of January 18, 2022
(the "merger agreement"), by and among
Activision Blizzard, Inc. ("Activision
Blizzard"), Microsoft Corporat
2. Approval, by Means of a Non-Binding, For For Management
Advisory Vote, of Certain Compensatory
Arrangements with Named Executive
Officers. To approve, by means of a
non- binding, advisory vote,
compensation that will or may become
payable to the named executive
officers of
3. Adjournment of the Special Meeting. To For For Management
adjourn the special meeting to a later
date or dates, if necessary or
appropriate, to allow time to solicit
additional proxies if there are
insufficient votes to adopt the merger
agreement at the time of the special
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ACTIVISION BLIZZARD, INC.
Ticker: ATVI Security ID: 00507V109
Meeting Date: JUN 21, 2022 Meeting Type: Annual
Record Date: APR 22, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1a. Election of Director: Reveta Bowers For For Management
1b. Election of Director: Kerry Carr For For Management
1c. Election of Director: Robert Corti For For Management
1d. Election of Director: Brian Kelly For For Management
1e. Election of Director: Robert Kotick For For Management
1f. Election of Director: Lulu Meservey For For Management
1g. Election of Director: Barry Meyer For For Management
1h. Election of Director: Robert Morgado For For Management
1i. Election of Director: Peter Nolan For For Management
1j. Election of Director: Dawn Ostroff For For Management
2. Advisory vote to approve our executive For For Management
compensation.
3. Ratification of the appointment of For For Management
PricewaterhouseCoopers LLP as the
Company's independent registered
public accounting firm.
4. Shareholder proposal regarding the Against Against Shareholder
nomination of an employee
representative director.
5. Shareholder proposal regarding the Against Against Shareholder
preparation of a report about the
Company's efforts to prevent abuse,
harassment and discrimination.
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AGBA ACQUISITION LIMITED
Ticker: AGBA Security ID: G0120M109
Meeting Date: MAY 03, 2022 Meeting Type: Annual
Record Date: APR 04, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. APPROVAL OF AN AMENDMENT TO THE For For Management
COMPANY'S AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
TO EXTEND THE DATE BY WHICH THE
COMPANY HAS TO CONSUMMATE A BUSINESS
COMBINATION (THE "EXTENSION") TWO (2)
TIMES FOR AN ADDITIONAL THREE (3)
MONTHS EACH
2. APPROVAL OF AN AMENDMENT TO THE For For Management
COMPANY'S EXISTING INVESTMENT
MANAGEMENT TRUST AGREEMENT TO MAKE
CHANGES NECESSARY TO REFLECT THE
EXTENSION.
3..1 DIRECTOR-Gordon Lee For For Management
3..2 DIRECTOR-Vera Tan For For Management
3..3 DIRECTOR-Eric Lam For For Management
3..4 DIRECTOR-Brian Chan For For Management
3..5 DIRECTOR-Thomas Ng For For Management
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AJAX I
Ticker: AJAX Security ID: G0190X100
Meeting Date: AUG 18, 2021 Meeting Type: Annual
Record Date: JUN 30, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - to For For Management
consider and vote upon a proposal to
approve, as an Ordinary Resolution,
the business combination described in
the accompanying proxy
statement/prospectus (the "Business
Combination" and such proposal, the
"business
2. The Share Issuance Proposal - to For For Management
consider and vote upon a proposal to
approve, as an Ordinary Resolution,
for the purposes of complying with the
applicable listing rules of the New
York Stock Exchange (the "NYSE"), the
issuance of Listco Class C Shares to
3. The Incentive Equity Plan Proposal - For For Management
to consider and vote upon a proposal
to approve, as an Ordinary Resolution,
the Capri Listco 2021 Incentive Equity
Plan (the "Listco Incentive Equity
Plan"), which will become effective on
the Closing Date and will be
4. The Adjournment Proposal - to consider For For Management
and vote upon a proposal to approve,
as an Ordinary Resolution, the
adjournment of the meeting to a later
date or dates, if necessary, to permit
further solicitation and vote of
proxies if Ajax is unable to consummat
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ALLEGHANY CORPORATION
Ticker: Y Security ID: 017175100
Meeting Date: JUN 09, 2022 Meeting Type: Special
Record Date: APR 28, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve and adopt the Agreement and For For Management
Plan of Merger (as it may be amended
from time to time, the "merger
agreement"), dated as of March 20,
2022, by and among Berkshire Hathaway
Inc., O&M Acquisition Corp. ("Merger
Sub"), and Alleghany Corporation, and
2. To approve, on an advisory For For Management
(non-binding) basis, the compensation
that may become payable to Alleghany
Corporation's named executive officers
in connection with the merger.
3. To approve the adjournment of the For For Management
special meeting to a later date or
dates, if necessary or appropriate, to
solicit additional proxies if there
are insufficient votes at the time of
the special meeting to approve the
proposal to approve and adopt the merg
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ALTITUDE ACQUISITION CORP.
Ticker: ALTU Security ID: 02156Y103
Meeting Date: JUN 10, 2022 Meeting Type: Special
Record Date: MAY 02, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To amend (the "Extension Amendment") For Against Management
the Company's Amended and Restated
Certificate of Incorporation (our
"charter") to extend the date by which
the Company must consummate a business
combination (as defined below) (the
"Extension") from June 11, 2022 (th
2. A proposal to approve the adjournment For For Management
of 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 to approve the
Extension Amendment Proposal or if we
det
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ANAPLAN, INC.
Ticker: PLAN Security ID: 03272L108
Meeting Date: JUN 21, 2022 Meeting Type: Special
Record Date: APR 26, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Merger Agreement and Plan For For Management
of Merger, dated as of March 20, 2022,
by and among Alpine Parent, LLC,
Alpine Merger Sub, Inc., and Anaplan,
Inc., as it may be amended from time
to time.
2. To approve the adoption of any For For Management
proposal to adjourn the Special
Meeting to a later date or dates if
necessary or appropriate to solicit
additional proxies if there are
insufficient votes to adopt the Merger
Agreement at the time of the Special
Meeting.
3. To approve, by non-binding, advisory For For Management
vote, compensation that will or may
become payable by Anaplan, Inc. to its
named executive officers in connection
with the merger.
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APOLLO STRATEGIC GROWTH CAPITAL
Ticker: APSG Security ID: G0411R106
Meeting Date: MAY 25, 2022 Meeting Type: Special
Record Date: MAR 01, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Domestication Proposal - to For For Management
consider 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 Ca
2. The Amendment Proposal - to consider For For Management
and 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,
2a. To increase the authorized share For For Management
capital 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 authori
2b. To provide that the Acquiror Delaware For For Management
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
2c. To provide that (i) each holder of For For Management
record 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
2d. To elect not to be governed by Section For For Management
203 of the DGCL.
2e. To provide that the Court of Chancery For For Management
of 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 For For Management
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 Acqu
2g. To provide that subject to applicable For For Management
law 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 the
2h. To eliminate various provisions in the For For Management
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
2i. To restrict holders of Domesticated For For Management
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 &
2j. To allow PubCo, subject to the terms For For Management
of the 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
2k. To require PubCo to issue, reserve for For For Management
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 For For Management
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
4. The Issuance Proposal - to consider For For Management
and 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 pu
5. The Equity Incentive Plan Proposal - For For Management
to 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
6. The ESPP Proposal - to consider and For For Management
vote 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 Ince
7. The Adjournment Proposal - if put to For For Management
the 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
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ARCHIMEDES TECH SPAC PARTNERS CO.
Ticker: ATSPU Security ID: 039562202
Meeting Date: APR 26, 2022 Meeting Type: Special
Record Date: MAR 16, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal: To For For Management
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 s
2. The Charter Amendment Proposal: To For For Management
approve the Second Amended and
Restated Certificate of Incorporation
of the Corporation (the "Amended
Charter").
3A. The Advisory Proposal: To increase the For For Management
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
Stoc
3B. The Advisory Proposal: To (a) For For Management
establish a 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
3C. The Advisory Proposal: To provide that For For Management
(i) 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
3D. The Advisory Proposal: To remove the For For Management
right 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 For For Management
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
cl
3F. The Advisory Proposal: To remove the For For Management
waiver of the corporate opportunity
doctrine with respect to the Combined
Company.
4. The Incentive Plan Proposal: To For For Management
approve the SoundHound AI, Inc. 2022
Incentive Award Plan to be effective
after consummation of the Business
Combination.
5. The ESPP Proposal: To approve the For For Management
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 For Management
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
Busine
7A. Election of Director: Dr. Keyvan For For Management
Mohajer
7B. Election of Director: James Hom For For Management
7C. Election of Director: Larry Marcus For For Management
7D. Election of Director: Dr. Eric Ball For For Management
7E. Election of Director: Diana Sroka For For Management
8. The Adjournment Proposal: To approve For For Management
any 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 Combinat
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ARENA PHARMACEUTICALS, INC.
Ticker: ARNA Security ID: 040047607
Meeting Date: FEB 02, 2022 Meeting Type: Special
Record Date: DEC 30, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated December 12, 2021 (the
"Merger Agreement"), by and among
Arena Pharmaceuticals, Inc. ("Arena"),
Pfizer Inc., and Antioch Merger Sub,
Inc.
2. To approve, on an advisory For For Management
(non-binding) basis, the compensation
that may be paid or become payable to
Arena's named executive officers that
is based on or otherwise relates to
the Merger Agreement and the
transactions contemplated by the
Merger Agreement
3. To adjourn the Special Meeting to a For For Management
later date or dates if necessary or
appropriate to solicit additional
proxies if there are insufficient
votes to adopt the Merger Agreement at
the time of the Special Meeting.
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ARTISAN ACQUISITION CORP.
Ticker: ARTA Security ID: G0509L102
Meeting Date: MAY 09, 2022 Meeting Type: Special
Record Date: MAR 04, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - a For For Management
proposal to approve and authorize, as
an ordinary resolution, (a) the
business combination and other
transactions contemplated by the
Business Combination Agreement, dated
as of September 15, 2021 (as amended
by an Am
2. The Initial Merger Proposal - a For For Management
proposal to approve and authorize, as
a special resolution, (a) the Plan of
Merger (the "Plan of Initial Merger"),
by and among the Company, Artisan
Merger Sub and PubCo, substantially in
the form annexed as Exhibit F to th
3. The Adjournment Proposal - a proposal For For Management
to approve, as an ordinary resolution,
the adjournment of the Meeting to a
later date or dates to be determined
by the chairman of the Meeting, if
necessary, to permit further
solicitation and vote of proxies in
the e
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ASCENDANT DIGITAL ACQUISITION CORP.
Ticker: ACND Security ID: G05155109
Meeting Date: JUL 20, 2021 Meeting Type: Special
Record Date: MAY 28, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Transaction Agreement Proposal - For For Management
to consider and vote upon a proposal
to approve by ordinary resolution and
adopt the Business Combination
Agreement, dated as of March 1, 2021,
by and among ADAC, MarketWise, LLC
(formerly known as Beacon Street Group,
2. The Domestication Proposal - to For For Management
consider and vote upon a proposal to
approve by special resolution the
change of ADAC's jurisdiction of
incorporation by deregistering as an
exempted company in the Cayman Islands
and continuing and domesticating as a
corpo
3. Organizational Documents Proposal - to For For Management
consider and vote upon a proposal to
approve by special resolution the
proposed new certificate of
incorporation (the "Proposed Charter")
and the proposed new bylaws (the
"Proposed Bylaws" and, together with
the Prop
4A. Advisory Organizational Documents For For Management
Proposal 4A - to authorize the change
in the authorized capital stock of
ADAC from 200,000,000 Class A ordinary
shares, par value $0.0001 per share
(the "ADAC Class A ordinary shares"),
20,000,000 Class B ordinary shares,
4B. Advisory Organizational Documents For For Management
Proposal 4B - to authorize adopting
Delaware as the exclusive forum for
certain stockholder litigation.
4C. Advisory Organizational Documents For For Management
Proposal 4C - to authorize electing
not to be governed by Section 203 of
the DGCL relating to takeovers by
interested stockholders and, instead,
be governed by a provision
substantially similar to Section 203
of the DGCL.
4D. Advisory Organizational Documents For For Management
Proposal 4D - to approve provisions
providing that the affirmative vote of
at least two- thirds of the voting
power of all the then-outstanding
shares of capital stock entitled to
vote generally in the election of
directo
4E. Advisory Organizational Documents For For Management
Proposal 4E - to approve provisions
permitting the removal of a director
only for cause and only by the
affirmative vote of the holders of at
least a majority of the outstanding
shares entitled to vote at an election
of d
4F. Advisory Organizational Documents For For Management
Proposal 4F - to approve provisions
requiring stockholders to take action
at an annual or special meeting and
prohibit stockholder action by written
consent in lieu of a meeting.
4G. Advisory Organizational Documents For For Management
Proposal 4G - to provide for certain
additional changes, including, among
other things, (i) changing the
corporate name from "Ascendant Digital
Acquisition Corp." to "MarketWise, Inc.
", (ii) making MarketWise PubCo's corp
5. The Stock Issuance Proposal - to For For Management
consider and vote upon a proposal to
approve by ordinary resolution for
purposes of complying with the
applicable provisions of NYSE Listing
Rule 312.03, the issuance of (i)
shares of MarketWise PubCo Class A
common stock
6. The Incentive Award Plan Proposal - to For For Management
consider and vote upon a proposal to
approve by ordinary resolution the
MarketWise Inc. 2021 Incentive Award
Plan.
7. The ESPP Proposal - to consider and For For Management
vote upon a proposal to approve by
ordinary resolution the MarketWise Inc.
2021 Employee Stock Purchase Plan.
8..1 DIRECTOR-Riaan Hodgson For For Management
8..2 DIRECTOR-Manny Borges For For Management
8..3 DIRECTOR-Van Simmons For For Management
8..4 DIRECTOR-Mark Gerhard For For Management
8..5 DIRECTOR-Elizabeth Burton For For Management
8..6 DIRECTOR-Paul Idzik For For Management
8..7 DIRECTOR-Mark Arnold For For Management
8..8 DIRECTOR-Michael Palmer For For Management
8..9 DIRECTOR-Stephen Sjuggerud For For Management
9. The Adjournment Proposal - to consider For For Management
and vote upon a proposal to approve by
ordinary resolution the adjournment of
the extraordinary general meeting to a
later date or dates, if necessary, to
permit further solicitation and vote
of proxies in the event
--------------------------------------------------------------------------------
ASTREA ACQUISITION CORP.
Ticker: ASAX Security ID: 04637C106
Meeting Date: FEB 15, 2022 Meeting Type: Special
Record Date: JAN 21, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - to For For Management
consider and vote upon a proposal to
approve and adopt the Agreement and
Plan of Merger dated as of August 9,
2021 by and among Astrea, Peregrine
Merger Sub, LLC, Lexyl Travel
Technologies, LLC, Double Peregrine
Merg
2. The Charter Amendment Proposal - to For For Management
consider and vote upon a proposal to
approve the second amended and
restated certificate of incorporation
of Astrea.
3A. The Advisory Charter Proposal - to For For Management
consider and vote upon the following
separate non- binding proposal: To
reclassify Astrea's capital stock and
to increase the total number of
authorized shares and classes of stock
from a total of 51,000,000 shares, par
3B. The Advisory Charter Proposal - to For For Management
consider and vote upon the following
separate non- binding proposal: To
provide that the Company Board shall
have the power to make, alter or amend
or repeal any bylaw, but subject to
the right of stockholders to alter o
3C. The Advisory Charter Proposal - to For For Management
consider and vote upon the following
separate non- binding proposal: To
provide that, except as otherwise
expressly permitted by the terms of
any series of preferred stock
permitting the holders of such series
of preferr
3D. The Advisory Charter Proposal - to For For Management
consider and vote upon the following
separate non- binding proposal: To
provide that removal of one or more
directors for cause requires the
affirmative vote of the holders of at
least two-thirds (66 and 2/3%) of the
vot
3E. The Advisory Charter Proposal - to For For Management
consider and vote upon the following
separate non- binding proposal: To
provide that no stockholders holding
less than forty percent (40%) of the
total issued stock of the Company will
be entitled to examine the books of
4. The Nasdaq Proposal - to consider and For For Management
vote upon a proposal, as required by
the rules of the Nasdaq Stock Market,
to approve the issuance or potential
issuance of common stock in the Merger
in an amount greater than 20% of the
number of shares of Astrea Co
5A. Election of Director: Gianno Caldwell For For Management
5B. Election of Director: Jeffrey Goldstein For For Management
5C. Election of Director: James Wilkinson For For Management
5D. Election of Director: John Prince For For Management
5E. Election of Director: Mahesh Chaddah For For Management
5F. Election of Director: Dieter Huckestein For For Management
5G. Election of Director: Kate Walsh For For Management
5H. Election of Director: Timothy N. For For Management
Hentschel
5I. Election of Director: Yatin Patel For For Management
5J. Election of Director: Mohsen Moazami For For Management
5K. Election of Director: Dylan Ratigan For For Management
6. The Incentive Plan Proposal - to For For Management
consider and vote upon a proposal to
approve and adopt the 2021 Long Term
Incentive Award Plan.
7. The Employee Stock Purchase Plan For For Management
Proposal - to consider and vote upon a
proposal to approve and adopt the 2021
Employee Stock Purchase Plan.
8. The Adjournment Proposal - to consider For For Management
and vote upon a proposal to adjourn
the special meeting to a later date or
dates, if necessary.
--------------------------------------------------------------------------------
ATHENE HOLDING LTD.
Ticker: ATH Security ID: G0684D107
Meeting Date: AUG 31, 2021 Meeting Type: Annual
Record Date: JUL 14, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Election of Class III Director: Marc For For Management
Beilinson
1.2 Election of Class III Director: Robert For For Management
Borden
1.3 Election of Class III Director: Mitra For For Management
Hormozi
1.4 Election of Class III Director: Carl For For Management
McCall
1.5 Election of Class III Director: For For Management
Manfred Puffer
1.6 Election of Class III Director: Lynn For For Management
Swann
2. To appoint PricewaterhouseCoopers LLP For For Management
("PwC"), an independent registered
accounting firm, as the Company's
independent auditor to serve until the
close of the Company's next annual
general meeting in 2022.
3. To refer the determination of the For For Management
remuneration of PwC to the audit
committee of the board of directors of
the Company.
4. To vote on a non-binding advisory For For Management
resolution to approve the compensation
paid to the Company's named executive
officers.
--------------------------------------------------------------------------------
ATI PHYSICAL THERAPY, INC.
Ticker: ATIP Security ID: 00216W109
Meeting Date: JUN 02, 2022 Meeting Type: Annual
Record Date: APR 05, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-Teresa Sparks For For Management
1..2 DIRECTOR-Andrew A. McKnight For For Management
2. Ratification of the appointment of PwC For For Management
as the independent registered public
accounting firm for the fiscal year
ending December 31, 2022.
3. Advisory vote to approve named For For Management
executive officer compensation.
4. Advisory vote to approve the frequency 1 Year 1 Year Management
of future stockholder advisory votes
to approve named executive officer
compensation.
5. Approve an amendment to the ATI For For Management
Physical Therapy 2021 Equity Incentive
Plan to increase the number of shares
available for issuance under the Plan
in connection with the cancellation of
certain shares previously held by
Wilco Acquisition, LP and the forfe
--------------------------------------------------------------------------------
ATOTECH LIMITED
Ticker: ATC Security ID: G0625A105
Meeting Date: NOV 03, 2021 Meeting Type: Special
Record Date: SEP 24, 2021
# Proposal Mgt Rec Vote Cast Sponsor
C1. Considering, and if thought fit, For For Management
approving the Scheme referred to in
the notice convening the Court Meeting
contained in Part IX of the Scheme
Document to which the proxy relates.
S1. To give effect to the scheme of For For Management
arrangement between Atotech Limited
and the Scheme Shareholders: To
authorize the directors of Atotech
Limited to take all such action as
they may consider necessary or
appropriate.
S2. To give effect to the scheme of For For Management
arrangement between Atotech Limited
and the Scheme Shareholders: To make
certain amendments to the articles of
association of Atotech Limited,
--------------------------------------------------------------------------------
AUSNET SERVICES LTD
Ticker: Security ID: Q0708Q109
Meeting Date: JAN 28, 2022 Meeting Type: Scheme Meeting
Record Date: JAN 26, 2022
# Proposal Mgt Rec Vote Cast Sponsor
CMMT 17 DEC 2021: VOTING EXCLUSIONS APPLY None Did not vote Management
TO THIS MEETING FOR PROPOSAL 1
VOTES-CAST BY ANY INDIVIDUAL OR
RELATED PARTY WHO BENEFIT FROM THE
PASSING OF THE- PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE, IF
YOU HAVE OBTAINED-BENEFIT OR EXPECT TO
OBTAIN F
1 THAT, PURSUANT TO AND IN ACCORDANCE For For Management
WITH SECTION 411 OF THE CORPORATIONS
ACT 2001 (CTH), THE SCHEME OF
ARRANGEMENT PROPOSED BETWEEN AUSNET
SERVICES LTD ("AUSNET") AND THE
HOLDERS OF ITS FULLY PAID ORDINARY
SHARES, THE TERMS OF WHICH ARE
CONTAINED IN AND M
CMMT 17 DEC 2021: PLEASE NOTE THAT THIS IS None Did not vote Management
A REVISION DUE TO MODIFICATION
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
--------------------------------------------------------------------------------
BHP GROUP PLC
Ticker: BBL Security ID: 05545E209
Meeting Date: OCT 14, 2021 Meeting Type: Annual
Record Date: SEP 10, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1 To receive the 2021 Financial For For Management
Statements and Reports for BHP
2 To reappoint Ernst & Young LLP as the For For Management
auditor of BHP Group Plc
3 To authorise the Risk and Audit For For Management
Committee to agree the remuneration of
Ernst & Young LLP as the auditor of
BHP Group Plc
4 To approve the general authority to For For Management
issue shares in BHP Group Plc
5 To approve the authority to allot For For Management
equity securities in BHP Group Plc for
cash
6 To authorise the repurchase of shares For For Management
in BHP Group Plc
7 To approve the 2021 Remuneration For For Management
Report other than the part containing
the Directors' remuneration policy
8 To approve the 2021 Remuneration Report For For Management
9 To approve the grant to the Executive For For Management
Director
10 To re-elect Terry Bowen as a Director For For Management
of BHP
11 To re-elect Malcolm Broomhead as a For For Management
Director of BHP
12 To re-elect Xiaoqun Clever as a For For Management
Director of BHP
13 To re-elect Ian Cockerill as a For For Management
Director of BHP
14 To re-elect Gary Goldberg as a For For Management
Director of BHP
15 To re-elect Mike Henry as a Director For For Management
of BHP
16 To re-elect Ken MacKenzie as a For For Management
Director of BHP
17 To re-elect John Mogford as a Director For For Management
of BHP
18 To re-elect Christine O'Reilly as a For For Management
Director of BHP
19 To re-elect Dion Weisler as a Director For For Management
of BHP
20 To approve BHP's Climate Transition For For Management
Action Plan
21 Amendment to the Constitution Against Against Management
22 Climate-related lobbying For For Management
23 Capital protection Against Against Management
--------------------------------------------------------------------------------
BHP GROUP PLC
Ticker: BBL Security ID: 05545E209
Meeting Date: JAN 20, 2022 Meeting Type: Special
Record Date: DEC 20, 2021
# Proposal Mgt Rec Vote Cast Sponsor
S1. To consider, and if thought fit, For For Management
approve (with or without modification)
a scheme of arrangement proposed to be
made between BHP Group Plc and the
holders of Scheme Shares (as defined
therein) (the "Scheme of Arrangement").
(Plc Scheme Meeting Resolution).
1. Plc Scheme and Unification For For Management
implementation authorization.
2. Plc Special Voting Share Buy-back For For Management
(Companies Act approval).
3. Plc Special Voting Share Buy-back For For Management
(Class Rights Action).
4. Amendments to Plc Articles of For For Management
Association.
5. Change in the status of Plc (Class For For Management
Rights Action).
--------------------------------------------------------------------------------
BIOTECH ACQUISITION COMPANY
Ticker: BIOT Security ID: G1125A108
Meeting Date: JUN 14, 2022 Meeting Type: Special
Record Date: MAR 28, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
consider and vote upon a proposal by
ordinary resolution to approve the
Agreement and Plan of Merger, dated as
of November 8, 2021 (as it may be
amended and supplemented from time to
time, the "Merger Agreement") wit
2. Domestication Proposal - To consider For For Management
and vote upon a Proposal by special
resolution to (a) change BAC's
corporate structure and de-register
from an exempted company incorporated
under the Cayman Islands Companies Act
and transfer by way of continuation as
3. The Certificate of Incorporation For For Management
Proposal - To consider and vote upon
by special resolution under the Cayman
Islands Companies Act a Proposal to
replace the Interim Charter with the
Proposed Certificate of Incorporation
substantially in the form attached
4a. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, requiring the affirmative
vote of the holders of at le
4b. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, providing that (i)
special meetings of stockholders fo
4c. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Certificate of Incorporation,
which will amend and replace the
Interim Charter if the Certificate of
Incorporation Proposal is approved,
adopting Delaware as the exclusiv
4d. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, changing the
post-Business Combination company's
corpo
4e. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, to remove certain
provisions related to BAC's status a
4f. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, increasing the total
number of authorized shares of al
4g. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, electing not to be
governed by Section 203 of the DGCL
4h. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, making Blade
Biotherapeutics' corporate existence
perp
5..1 DIRECTOR-Wendy Robbins For For Management
5..2 DIRECTOR-Mark Timney For For Management
5..3 DIRECTOR-Lloyd Klickstein For For Management
5..4 DIRECTOR-James Scopa For For Management
5..5 DIRECTOR-Luke Evnin For For Management
5..6 DIRECTOR-Carl Goldfischer For For Management
5..7 DIRECTOR-John A. Hohneker For For Management
5..8 DIRECTOR-Michael Shleifer For For Management
6. The Nasdaq Proposal - To consider and For For Management
vote upon a proposal by ordinary
resolution to approve, for purposes of
complying with the applicable
provisions of Nasdaq Listing Rules
5635(a), (b), (c), and (d), the
issuance of (a) shares to the PIPE
Investors pur
7. Incentive Award Plan Proposal - To For For Management
consider and vote on a Proposal by
ordinary resolution to approve and
adopt the Blade Biotherapeutics, Inc.
2022 Incentive Award Plan (the "2022
Plan") and the material terms
thereunder. The BAC Board approved the
2022 P
8. ESPP Proposal - To consider and vote For For Management
on a Proposal by ordinary resolution
to approve and adopt the Blade
Biotherapeutics, Inc. 2022 Employee
Stock Purchase Plan (the "ESPP") and
the material terms thereunder. The BAC
Board approved the ESPP, prior to the
9. The Adjournment Proposal - To consider For For Management
and vote upon a proposal by ordinary
resolution to adjourn the Meeting to a
later date or dates, if necessary, to
permit further solicitation and vote
of proxies if it is determined by the
BAC Board that more time is
--------------------------------------------------------------------------------
BIOTECH ACQUISITION COMPANY
Ticker: BIOTU Security ID: G1125A124
Meeting Date: JUN 14, 2022 Meeting Type: Special
Record Date: MAR 28, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
consider and vote upon a proposal by
ordinary resolution to approve the
Agreement and Plan of Merger, dated as
of November 8, 2021 (as it may be
amended and supplemented from time to
time, the "Merger Agreement") wit
2. Domestication Proposal - To consider For For Management
and vote upon a Proposal by special
resolution to (a) change BAC's
corporate structure and de-register
from an exempted company incorporated
under the Cayman Islands Companies Act
and transfer by way of continuation as
3. The Certificate of Incorporation For For Management
Proposal - To consider and vote upon
by special resolution under the Cayman
Islands Companies Act a Proposal to
replace the Interim Charter with the
Proposed Certificate of Incorporation
substantially in the form attached
4a. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, requiring the affirmative
vote of the holders of at le
4b. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, providing that (i)
special meetings of stockholders fo
4c. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Certificate of Incorporation,
which will amend and replace the
Interim Charter if the Certificate of
Incorporation Proposal is approved,
adopting Delaware as the exclusiv
4d. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, changing the
post-Business Combination company's
corpo
4e. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, to remove certain
provisions related to BAC's status a
4f. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, increasing the total
number of authorized shares of al
4g. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, electing not to be
governed by Section 203 of the DGCL
4h. Organizational Documents Proposals - For For Management
To approve and adopt provisions in the
Proposed Charter, which will amend and
replace the Interim Charter if the
Certificate of Incorporation Proposal
is approved, making Blade
Biotherapeutics' corporate existence
perp
5..1 DIRECTOR-Wendy Robbins For For Management
5..2 DIRECTOR-Mark Timney For For Management
5..3 DIRECTOR-Lloyd Klickstein For For Management
5..4 DIRECTOR-James Scopa For For Management
5..5 DIRECTOR-Luke Evnin For For Management
5..6 DIRECTOR-Carl Goldfischer For For Management
5..7 DIRECTOR-John A. Hohneker For For Management
5..8 DIRECTOR-Michael Shleifer For For Management
6. The Nasdaq Proposal - To consider and For For Management
vote upon a proposal by ordinary
resolution to approve, for purposes of
complying with the applicable
provisions of Nasdaq Listing Rules
5635(a), (b), (c), and (d), the
issuance of (a) shares to the PIPE
Investors pur
7. Incentive Award Plan Proposal - To For For Management
consider and vote on a Proposal by
ordinary resolution to approve and
adopt the Blade Biotherapeutics, Inc.
2022 Incentive Award Plan (the "2022
Plan") and the material terms
thereunder. The BAC Board approved the
2022 P
8. ESPP Proposal - To consider and vote For For Management
on a Proposal by ordinary resolution
to approve and adopt the Blade
Biotherapeutics, Inc. 2022 Employee
Stock Purchase Plan (the "ESPP") and
the material terms thereunder. The BAC
Board approved the ESPP, prior to the
9. The Adjournment Proposal - To consider For For Management
and vote upon a proposal by ordinary
resolution to adjourn the Meeting to a
later date or dates, if necessary, to
permit further solicitation and vote
of proxies if it is determined by the
BAC Board that more time is
--------------------------------------------------------------------------------
BLUEROCK RESIDENTIAL GROWTH REIT, INC.
Ticker: BRG Security ID: 09627J102
Meeting Date: APR 12, 2022 Meeting Type: Special
Record Date: MAR 07, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve the merger of Bluerock For For Management
Residential Growth REIT, Inc. (the
"Company") with and into Badger Merger
Sub LLC ("Merger Sub"), a wholly owned
subsidiary of Badger Parent LLC
("Parent"), contemplated by the
Agreement and Plan of Merger, dated as
of De
2. To approve, on a non-binding, advisory For For Management
basis, the compensation that may be
paid or become payable to our named
executive officers that is based on or
otherwise relates to the merger (the
"proposal to approve the
merger-related compensation").
3. To approve any adjournment of the For For Management
special meeting for the purpose of
soliciting additional proxies if there
are not sufficient votes at the
special meeting to approve the merger
(the "proposal to approve adjournment
of the meeting").
--------------------------------------------------------------------------------
BRIDGETOWN 2 HOLDINGS LIMITED
Ticker: BTNB Security ID: G1355V103
Meeting Date: MAR 15, 2022 Meeting Type: Special
Record Date: FEB 03, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - For For Management
RESOLVED, as an ordinary resolution,
that the business combination
contemplated by the Business
Combination Agreement, dated as of
July 23, 2021 (as it may be amended,
supplemented or otherwise modified
from time to tim
2. The Merger Proposal - RESOLVED, as a For For Management
special resolution, that Bridgetown 2
be and is hereby authorized to merge
with and into PubCo so that PubCo be
the surviving company and all the
undertaking, property and liabilities
of Bridgetown 2 vest in PubCo by v
3A. The Governing Documents Proposal - For For Management
Proposal A - RESOLVED, as a special
resolution, that upon the Merger
Effective Time (as defined in the Plan
of Merger), the effective change in
authorized share capital from (i) the
authorized share capital of Bridgetown
3B. The Governing Documents Proposal - For For Management
Proposal B - RESOLVED, as a special
resolution, that upon the Merger
Effective Time (as defined in the Plan
of Merger) the effective change from
(i) a multi-class share structure of
Bridgetown 2 immediately prior to the
3C. The Governing Documents Proposal - For For Management
Proposal C - RESOLVED, as a special
resolution, that upon the Merger
Effective Time (as defined in the Plan
of Merger) the effective change from
(i) the holders of Bridgetown 2 Class
B Ordinary Shares having the power to
3D. The Governing Documents Proposal - For For Management
Proposal D - RESOLVED, as a special
resolution, that upon the Merger
Effective Time (as defined in the Plan
of Merger) all other changes arising
from or in connection with the
effective substitution of Bridgetown
2's mem
4. The Adjournment Proposal - RESOLVED, For For Management
as an ordinary resolution, that the
adjournment of the Extraordinary
General Meeting to a later date or
dates to be determined by the chairman
of the Extraordinary General Meeting,
is hereby approved in all respects.
--------------------------------------------------------------------------------
CADENCE BANCORPORATION
Ticker: CADE Security ID: 12739A100
Meeting Date: AUG 09, 2021 Meeting Type: Special
Record Date: JUL 06, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Adoption of the Agreement and Plan of For For Management
Merger, dated as of April 12, 2021 and
amended as of May 27, 2021, by and
between Cadence Bancorporation
("Cadence") and BancorpSouth Bank (the
"merger proposal").
2. Approval, on an advisory (non-binding) For For Management
basis, of the merger- related
compensation payments that will or may
be paid by Cadence to its named
executive officers in connection with
the merger.
3. Adjournment of the Cadence special For For Management
meeting, if necessary or appropriate,
to solicit additional proxies if,
immediately prior to such adjournment,
there are not sufficient votes to
approve the merger proposal or to
ensure that any supplement or
amendment t
--------------------------------------------------------------------------------
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP
Ticker: CPSR Security ID: 14070Y101
Meeting Date: JAN 11, 2022 Meeting Type: Special
Record Date: NOV 15, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - For For Management
subject 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 Agre
2. The Charter Amendment Proposal - to For For Management
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 i
3A. Advisory Charter Proposal A - to For For Management
change the corporate name of New
Gelesis to "Gelesis Holdings, Inc.".
3B. Advisory Charter Proposal B - to For For Management
increase 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 For For Management
divide the New Gelesis board of
directors into three classes with
staggered three-year terms.
3D. Advisory Charter Proposal D - to For For Management
provide 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 For For Management
provide 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 For For Management
New 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
3G. Advisory Charter Proposal G - to For For Management
remove the 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 For For Management
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 pr
5. The Director Election Proposal - to For For Management
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 con
6. The Equity Incentive Plan Proposal - For For Management
to approve, assuming the Business
Combination Proposal, Charter
Amendment Proposal, NYSE Stock
Issuance Proposal and Director
Election Proposal are approved and
adopted, the Gelesis
7. The Adjournment Proposal - to approve For For Management
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
--------------------------------------------------------------------------------
CERBERUS TELECOM ACQUISITION CORP.
Ticker: CTAC Security ID: G2040C104
Meeting Date: SEP 29, 2021 Meeting Type: Special
Record Date: AUG 09, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
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 Agre
2. The Cayman Merger Proposal - To For For Management
consider 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 LL
3A. Advisory Organizational Document For For Management
Proposal A - To provide that Pubco's
board of directors will be a
classified board of directors with
staggered, three-year terms.
3B. Advisory Organizational Document For For Management
Proposal B - 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 For For Management
Proposal C - To increase the required
stockholder vote threshold to amend
the bylaws of Pubco.
3D. Advisory Organizational Document For For Management
Proposal D - 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
4. The Incentive Plan Proposal - To For For Management
consider and vote on a proposal to
approve the Pubco 2021 Incentive Award
Plan.
5. NYSE Proposal - To consider and vote For For Management
upon a 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
6. The Adjournment Proposal - To consider For For Management
and 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 c
--------------------------------------------------------------------------------
CERNER CORPORATION
Ticker: CERN Security ID: 156782104
Meeting Date: MAY 26, 2022 Meeting Type: Annual
Record Date: MAR 28, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Director: Mitchell E. For For Management
Daniels, Jr.
1B. Election of Director: Elder Granger, M. For For Management
D.
1C. Election of Director: John J. Greisch For For Management
1D. Election of Director: Melinda J. Mount For For Management
1E. Election of Director: George A. Riedel For For Management
1F. Election of Director: R. Halsey Wise For For Management
2. Ratification of the appointment of For For Management
KPMG LLP as the independent registered
public accounting firm of Cerner
Corporation for 2022.
3. Approval, on an advisory basis, of the For For Management
compensation of our Named Executive
Officers.
4A. Approval of the proposed amendments to For For Management
our Third Restated Certificate of
Incorporation, as amended (the
"Certificate"), to remove the
supermajority voting standards for
certain business combination
transactions with interested
stockholders.
4B. Approval of the proposed amendments to For For Management
our Certificate to remove the
supermajority voting standards to
amend or repeal any provision of the
Bylaws.
4C. Approval of the proposed amendments to For For Management
our Certificate to remove the
supermajority voting standards to
amend or repeal certain provisions of
the Certificate.
4D. Approval of the proposed amendments to For For Management
our Certificate to remove the
supermajority voting standards to
remove a director with cause.
5. Approval of an amendment and For For Management
restatement of the Cerner Corporation
2011 Omnibus Equity Incentive Plan to
increase the number of authorized
shares and the plan's term.
6. Shareholder proposal requesting Against Against Shareholder
amendment to the Company's governing
documents to give shareholders the
right to call a special shareholder
meeting.
--------------------------------------------------------------------------------
CF ACQUISITION CORP. VIII
Ticker: CFFEU Security ID: 12520C208
Meeting Date: MAR 08, 2022 Meeting Type: Special
Record Date: JAN 21, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Extension Amendment Proposal: Amend For For Management
the Company's amended and restated
certificate of incorporation to extend
the date by which the Company has to
consummate a business combination from
March 16, 2022 to September 30, 2022.
2 Adjournment Proposal: Adjourn the For For Management
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 Proposal 1.
--------------------------------------------------------------------------------
CHP MERGER CORP.
Ticker: CHPMU Security ID: 12558Y205
Meeting Date: NOV 24, 2021 Meeting Type: Special
Record Date: OCT 14, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Extension Proposal - Amend the For For Management
Company's amended and restated
certificate of incorporation to extend
the date that the Company has to
consummate a business combination from
November 26, 2021 to May 26, 2022.
2. Adjournment Proposal - Adjourn the For For Management
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 Proposal 1.
--------------------------------------------------------------------------------
CHP MERGER CORP.
Ticker: CHPM Security ID: 12558Y106
Meeting Date: NOV 24, 2021 Meeting Type: Special
Record Date: OCT 14, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Extension Proposal - Amend the For For Management
Company's amended and restated
certificate of incorporation to extend
the date that the Company has to
consummate a business combination from
November 26, 2021 to May 26, 2022.
2. Adjournment Proposal - Adjourn the For For Management
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 Proposal 1.
--------------------------------------------------------------------------------
CITRIX SYSTEMS, INC.
Ticker: CTXS Security ID: 177376100
Meeting Date: APR 21, 2022 Meeting Type: Special
Record Date: MAR 08, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Adoption of the Agreement & Plan of For For Management
Merger, dated January 31, 2022 (as it
may be amended, supplemented or
otherwise modified from time to time,
the "Merger Agreement"), by and among
the Company, Picard Parent, Inc.
("Parent"), Picard Merger Sub, Inc.
("Me
2. Approval, on an advisory, non-binding For For Management
basis, of the compensation that may be
paid or may become payable to the
Company's named executive officers in
connection with the Merger.
3. Approval of a proposal to adjourn the For For Management
Special Meeting to a later date or
dates, if necessary or appropriate, to
solicit additional proxies if there
are insufficient votes to adopt the
Merger Agreement at the time of the
Special Meeting.
--------------------------------------------------------------------------------
CLINIGEN GROUP PLC
Ticker: Security ID: G2R22L107
Meeting Date: FEB 08, 2022 Meeting Type: Court Meeting
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 THAT: (A) FOR THE PURPOSE OF GIVING For For Management
EFFECT TO THE SCHEME OF ARRANGEMENT
DATED 20 DECEMBER 2021 BETWEEN
CLINIGEN GROUP PLC (THE "COMPANY") AND
THE HOLDERS OF THE SCHEME SHARES (AS
DEFINED IN THE SAID SCHEME), A PRINT
OF WHICH HAS BEEN PRODUCED TO THIS MEET
CMMT 22 DEC 2021: PLEASE NOTE THAT ABSTAIN None Did not vote Management
IS NOT A VALID VOTE OPTION FOR
THIS-MEETING TYPE. PLEASE CHOOSE
BETWEEN "FOR" AND "AGAINST" ONLY.
SHOULD YOU- CHOOSE TO VOTE ABSTAIN FOR
THIS MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY-THE ISSUER OR ISSUERS
AGENT
CMMT 17 JAN 2022: : PLEASE NOTE THAT THIS None Did not vote Management
IS A REVISION DUE TO ADDITION OF
COMMENT-AND POSTPONEMENT OF THE
MEETING DATE FROM 18 JAN 2022 TO 08
FEB 2022. IF YOU-HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE-TO AMEND YOUR
ORIGINAL I
--------------------------------------------------------------------------------
CLINIGEN GROUP PLC
Ticker: Security ID: G2R22L107
Meeting Date: FEB 08, 2022 Meeting Type: Ordinary General Meeting
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 FOR THE PURPOSES OF THE SCHEME: (A) TO For For Management
AUTHORISE THE CLINIGEN DIRECTORS TO
TAKE ALL SUCH ACTION AS THEY MAY
CONSIDER NECESSARY OR APPROPRIATE FOR
CARRYING THE SCHEME INTO EFFECT; (B)
TO AMEND THE ARTICLES OF ASSOCIATION
OF THE COMPANY AS SET OUT IN THE NO
CMMT 17 JAN 2022: PLEASE NOTE THAT THIS IS None Did not vote Management
A REVISION DUE TO POSTPONEMENT OF
THE-MEETING DATE FROM 18 JAN 2022 TO
08 FEB 2022. IF YOU HAVE ALREADY SENT
IN- YOUR VOTES, PLEASE DO NOT VOTE
AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL-INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------
CLOUDERA, INC.
Ticker: CLDR Security ID: 18914U100
Meeting Date: AUG 25, 2021 Meeting Type: Special
Record Date: JUL 01, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve the adoption of the For For Management
Agreement and Plan of Merger (the
"Merger Agreement"), dated as of June
1, 2021, by and among Sky Parent Inc.,
Project Sky Merger Sub Inc., and
Cloudera, Inc. ("Cloudera").
2. To approve, on an advisory For For Management
(non-binding) basis, the compensation
that may be paid or become payable to
Cloudera's named executive officers
that is based on or otherwise relates
to the Merger Agreement and the
transactions contemplated by the
Merger Agreem
3. To adjourn the special meeting to a For For Management
later date or dates if necessary or
appropriate to solicit additional
proxies if there are insufficient
votes to approve Proposal 1 at the
time of the special meeting.
--------------------------------------------------------------------------------
CM LIFE SCIENCES III INC
Ticker: CMLT Security ID: 125841106
Meeting Date: DEC 16, 2021 Meeting Type: Special
Record Date: NOV 04, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
approve and adopt the Agreement and
Plan of Merger, dated as of August 5,
2021 (as it may be amended and/or
restated from time to time, the
"Merger Agreement") by and among CM
Life Sciences III Inc. (the "Company"),
2. The Nasdaq Stock Issuance Proposal - For For Management
To approve, for purposes of complying
with applicable listing rules of
Nasdaq, the issuance of more than 20%
of the Company's outstanding common
stock in connection with the Business
Combination, including up to 120,00
3. Incentive Plan Proposal - To approve For For Management
the EQRx, Inc. 2021 Omnibus Incentive
Plan, a copy of which is attached to
the proxy statement/prospectus as
Annex C ("2021 Incentive Plan"),
including the authorization of the
initial share reserve under the
Incentive
4. ESPP Proposal - To approve the EQRx, For For Management
Inc. 2021 Employee Stock Purchase
Plan, a copy of which is attached to
the proxy statement/ copy of which is
prospectus as Annex D ("ESPP"),
including the authorization of the
initial share reserve under the ESPP.
5. The Charter Amendment Proposal - To For For Management
adopt the A&R Certificate of
Incorporation in the form attached to
the proxy statement/prospectus as
Annex E, including a change to the
Company's stock classes and an
increase in the number of authorized
shares of the C
6. Adjournment Proposal - To approve, if For For Management
necessary, the adjournment of the
Special Meeting to a later date or
dates to permit further solicitation
and votes of proxies in the event that
there are insufficient votes for, or
otherwise in connection with, the a
--------------------------------------------------------------------------------
CMC MATERIALS, INC.
Ticker: CCMP Security ID: 12571T100
Meeting Date: MAR 03, 2022 Meeting Type: Special
Record Date: JAN 25, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Proposal to adopt the Agreement and For For Management
Plan of Merger (the "merger
agreement"), dated as of December 14,
2021, by and between CMC Materials,
Inc. ("CMC"), Entegris, Inc. and
Yosemite Merger Sub (as amended from
time to time) (the "merger agreement
proposal")
2. Proposal to approve, on a non-binding, For For Management
advisory basis, the merger-related
compensation that will or may be paid
to CMC's named executive officers in
connection with the transactions
contemplated by the merger agreement
(the "compensation proposal").
3. Proposal to approve the adjournment of For For Management
the special meeting to solicit
additional proxies if there are not
sufficient votes at the time of the
special meeting to approve the merger
agreement proposal or to ensure that
any supplement or amendment to the acc
--------------------------------------------------------------------------------
COLUMBIA PROPERTY TRUST, INC
Ticker: CXP Security ID: 198287203
Meeting Date: DEC 02, 2021 Meeting Type: Special
Record Date: OCT 21, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To consider and vote on a proposal to For For Management
approve the merger (the "merger") of
Panther Merger Parent, Inc. ("Parent")
with and into Columbia Property Trust,
Inc. ("Columbia") pursuant to the
Agreement and Plan of Merger, dated as
of September 7, 2021 and as i
2. To consider and vote on a proposal to For For Management
approve, on a non-binding, advisory
basis, the compensation that may be
paid or become payable to our named
executive officers that is based on or
otherwise relates to the merger.
3. To consider and vote on a proposal to For For Management
approve any adjournment of the special
meeting for the purpose of soliciting
additional proxies if there are not
sufficient votes at the special
meeting to approve the merger.
--------------------------------------------------------------------------------
CONVEY HEALTH SOLUTIONS HOLDINGS, INC.
Ticker: CNVY Security ID: 21258C108
Meeting Date: JUN 01, 2022 Meeting Type: Annual
Record Date: APR 22, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-Sharad S. Mansukani For For Management
1..2 DIRECTOR-Katherine Wood For For Management
2. To ratify the appointment of For For Management
PricewaterhouseCoopers LLP as the
Company's independent registered
public accounting firm for the fiscal
year ending December 31, 2022.
--------------------------------------------------------------------------------
CORNERSTONE BUILDING BRANDS INC.
Ticker: CNR Security ID: 21925D109
Meeting Date: JUN 24, 2022 Meeting Type: Special
Record Date: MAY 16, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Proposal to adopt Agreement & Plan of For For Management
Merger, dated as of 3/5/22, by and
among Camelot Return Intermediate
Holdings, LLC, a Delaware limited
liability company ("Parent"), Camelot
Return Merger Sub, Inc., a Delaware
corporation & a wholly owned subsidiary
2. To consider and vote on one or more For For Management
proposals to adjourn the special
meeting to a later date or dates if
necessary or appropriate, including
adjournments to solicit additional
proxies if there are insufficient
votes at the time of the special
meeting to a
3. To approve, by nonbinding, advisory For For Management
vote, certain compensation
arrangements for the Company's named
executive officers in connection with
the merger (the "Merger- Related
Compensation Proposal").
--------------------------------------------------------------------------------
COVANTA HOLDING CORPORATION
Ticker: CVA Security ID: 22282E102
Meeting Date: OCT 12, 2021 Meeting Type: Special
Record Date: AUG 31, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated as of July 14, 2021 (as
it may be amended, modified or
supplemented from time to time, the
"merger agreement"), by and among the
Company, Covert Intermediate, Inc. and
Covert Mergeco, Inc.
2. To approve, by a non-binding advisory For For Management
vote, the compensation that will be
paid or become payable to the
Company's named executive officers
that is based on or otherwise relates
to the merger.
3. To adjourn the special meeting to a For For Management
later date or time if necessary or
appropriate, including to solicit
additional proxies in favor of the
proposal to adopt the merger agreement
if there are insufficient votes at the
time of the special meeting to adopt
--------------------------------------------------------------------------------
CYRUSONE INC.
Ticker: CONE Security ID: 23283R100
Meeting Date: FEB 01, 2022 Meeting Type: Special
Record Date: DEC 23, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve the merger (the "merger") For For Management
of Cavalry Merger Sub LLC, a wholly
owned subsidiary of Parent ("Merger
Sub"), with and into CyrusOne Inc.
(the "Company"), with the Company
surviving the merger, in accordance
with the terms of the Agreement and
Plan
2. To approve, by advisory (non-binding) For For Management
vote, the compensation that may be
paid or become payable to the
Company's named executive officers in
connection with the consummation of
the merger.
3. To approve any adjournment of the For For Management
special meeting for the purpose of
soliciting additional proxies if there
are insufficient votes at the special
meeting to approve Proposal 1.
--------------------------------------------------------------------------------
D8 HOLDINGS CORP.
Ticker: DEH Security ID: G2614K110
Meeting Date: SEP 15, 2021 Meeting Type: Special
Record Date: AUG 09, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
consider and vote upon a proposal to
approve by way of ordinary resolution
and adopt the Agreement and Plan of
Merger, dated as of April 15, 2021 (as
the same may be amended, the "Merger
Agreement"), by and among D8,
2. The Domestication Proposal - To For For Management
consider and vote upon a proposal to
approve by way of special resolution,
to change the corporate structure and
domicile of D8 by way of continuation
from an exempted company incorporated
in accordance with the laws of the
3. The Stock Issuance Proposal - To For For Management
consider and vote upon a proposal to
approve by way of ordinary resolution
for purposes of complying with the
applicable provisions of NYSE Listing
Rules 312.03(c) and (d), the issuance
of New Vicarious Surgical Class A Sh
4. Organizational Documents Proposal - To For For Management
consider and vote upon a proposal to
approve by way of special resolution
the Proposed Certificate of
Incorporation and the proposed new
by-laws ("Proposed By- Laws" and,
together with the Proposed Certificate
of Inc
5A. Advisory Organizational Documents For For Management
Proposal 5A (Authorized Shares) - to
authorize the change in the authorized
capital stock of D8 from 200,000,000
D8 Class A Ordinary Shares, par value
$0.0001 per share (the "D8 Class A
Ordinary Shares"), 20,000,000 D8 Cl
5B. Advisory Organizational Documents For For Management
Proposal 5B (Dual Class Common Stock
Structure) - to authorize a dual class
common stock structure pursuant to
which holders of New Vicarious
Surgical Class A Stock will be
entitled to one vote per share and
holders of Ne
5C. Advisory Organizational Documents For For Management
Proposal 5C (Sunset Provision for New
Vicarious Surgical Class B Stock) - to
approve a provision providing that
each outstanding share of New
Vicarious Surgical Class B Stock shall
automatically convert into one share of
5D. Advisory Organizational Documents For For Management
Proposal 5D (Declassification of New
Vicarious Surgical Board) - to
authorize a declassified board of
directors whereby each member of the
board of directors of New Vicarious
Surgical will be elected at each
annual meetin
5E. Advisory Organizational Documents For For Management
Proposal 5E (Exclusive Forum
Provision) - to authorize adopting
Delaware as the exclusive forum for
certain stockholder litigation and to
authorize adopting the federal
district courts of the United States
of America as t
5F. Advisory Organizational Documents For For Management
Proposal 5F (Required Vote to Amend
Charter) - to approve provisions
providing that the affirmative vote of
at least 662/3% of the voting power of
all the then outstanding shares of
capital stock entitled to vote generall
5G. Advisory Organizational Documents For For Management
Proposal 5G (Removal of Directors) -
to approve provisions permitting the
removal of a director only for cause
and only by the affirmative vote of
the holders of at least 662/3% of the
outstanding shares entitled to vote
5H. Advisory Organizational Documents For For Management
Proposal 5H (Required Vote to Amend
Bylaws) - to approve provisions
providing that the affirmative vote of
at least 662/3% of the voting power of
all the then outstanding shares of
capital stock entitled to vote at an
ele
5I. Advisory Organizational Documents For For Management
Proposal 5I (Special Meetings) - to
approve provisions requiring that
special meetings may be called only by
the New Vicarious Surgical Board
(except in the case of any holders of
Preferred Stock if applicable)
("Advisory
5J. Advisory Organizational Documents For For Management
Proposal 5J (Written Consent) - to
approve provisions that prohibit
stockholder action by written consent
in lieu of a meeting. ("Advisory
Organizational Documents Proposal 5J").
5K. Advisory Organizational Documents For For Management
Proposal 5K (Corporate Opportunity) -
to approve provisions providing that
New Vicarious Surgical renounces a
corporate opportunity that is
presented to, or acquired, created or
developed by, or which otherwise comes
into
5L. Advisory Organizational Documents For For Management
Proposal 5L (Additional Changes) - to
provide for certain additional
changes, including, among other
things, (i) making New Vicarious
Surgical's corporate existence
perpetual and (ii) removing certain
provisions related t
6. The New Vicarious Surgical Equity For For Management
Incentive Plan Proposal - To consider
and vote upon a proposal to approve by
ordinary resolution the New Vicarious
Surgical Equity Incentive Plan (the
"New Vicarious Surgical Equity
Incentive Plan Proposal").
7..1 DIRECTOR-Donald Tang For For Management
7..2 DIRECTOR-David Ho For For Management
7..3 DIRECTOR-Samir Kaul For For Management
7..4 DIRECTOR-Dror Berman For For Management
7..5 DIRECTOR-David Styka For For Management
7..6 DIRECTOR-Adam Sachs For For Management
7..7 DIRECTOR-Sammy Khalifa For For Management
7..8 DIRECTOR-Ric Fulop For For Management
7..9 DIRECTOR-Philip Liang For For Management
8. The Shareholder Adjournment Proposal - For For Management
To consider and vote upon a proposal
to approve by way of ordinary
resolution the adjournment of the
extraordinary general meeting to a
later date or dates, if necessary, to
permit further solicitation and vote
of pr
--------------------------------------------------------------------------------
DECARBONIZATION PLUS ACQ. CORP. III
Ticker: DCRC Security ID: 24279D105
Meeting Date: DEC 07, 2021 Meeting Type: Special
Record Date: OCT 29, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal: To For For Management
consider and vote upon a proposal to
(a) approve and adopt the Business
Combination Agreement and Plan of
Reorganization, dated as of June 15,
2021 (as amended by the First
Amendment to the Business Combination
Agreem
2. The Authorized Share Charter Proposal: For For Management
To consider and vote upon a proposal
to increase the number of authorized
shares of DCRC's capital stock, par
value $0.0001 per share, from
271,000,000 shares, consisting of (a)
270,000,000 shares of common stock, in
3. The Additional Charter Proposal: To For For Management
consider and vote upon a proposal to
amend DCRC's amended and restated
certificate of incorporation (the
"Charter") to (i) eliminate provisions
in the Charter relating to the
Company's initial business combination
that
4. The Nasdaq Proposal: To consider and For For Management
vote upon a proposal to approve, for
purposes of complying with applicable
listing rules of the Nasdaq Capital
Market, (a) the issuance (or
reservation for issuance in respect of
certain options, restricted stock, and
5. The 2021 Plan Proposal: To consider For For Management
and vote upon a proposal to approve
and adopt the Solid Power, Inc. 2021
Equity Incentive Plan and material
terms thereunder (the "2021 Plan
Proposal"). The 2021 Plan Proposal is
conditioned on the approval of the
Busin
6. The ESPP Proposal: To consider and For For Management
vote upon a proposal to approve and
adopt the Solid Power, Inc. 2021
Employee Stock Purchase Plan and
material terms thereunder (the "ESPP
Proposal"). The ESPP Proposal is
conditioned on the approval of the
Business Comb
7..1 DIRECTOR-Douglas Campbell For For Management
7..2 DIRECTOR-David B. Jansen For For Management
7..3 DIRECTOR-Erik Anderson For For Management
7..4 DIRECTOR-Rainer Feurer For For Management
7..5 DIRECTOR-Steven H. Goldberg For For Management
7..6 DIRECTOR-Robert M. Tichio For For Management
7..7 DIRECTOR-John J. Stephens For For Management
8. The Adjournment Proposal: To consider For For Management
and vote upon a proposal to approve
the 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 insuffic
--------------------------------------------------------------------------------
DECARBONIZATION PLUS ACQUISITION CORP II
Ticker: DCRNU Security ID: 242794204
Meeting Date: JAN 12, 2022 Meeting Type: Special
Record Date: DEC 06, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
approve and adopt the Business
Combination Agreement, dated as of May
25, 2021 (as amended by the First
Amendment to the Business Combination
Agreement, dated July 27, 2021, the
"Business Combination Agreement"), amo
2. The NewCo Constitution Proposal - On a For For Management
nonbinding advisory basis, to approve
the governance provisions contained in
the constitution of NewCo that
materially affect DCRN stockholder
rights, presented separately in
accordance with the U.S. Securities
and E
3. The Adjournment Proposal - To approve For For Management
the adjournment of the special meeting
of DCRN stockholders 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,
--------------------------------------------------------------------------------
DFP HEALTHCARE ACQUISITIONS CORP.
Ticker: DFPH Security ID: 23343Q100
Meeting Date: NOV 12, 2021 Meeting Type: Special
Record Date: SEP 23, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - to For For Management
consider and vote upon a proposal to
approve the Agreement and Plan of
Merger, dated as of June 28, 2021 (as
it may be amended and/or restated from
time to time, the "Merger Agreement"),
by and among DFP, Orion Merge
2. Stock Issuance Proposal - to consider For For Management
and vote upon a proposal to approve,
assuming the Business Combination
Proposal is approved and adopted, for
purposes of complying with the
applicable listing rules of Nasdaq
(each, a "Nasdaq Listing Rule"), (i)
the i
3. The Charter Proposal - to consider and For For Management
vote upon a proposal to approve,
assuming the Business Combination
Proposal and the Stock Issuance
Proposal are approved and adopted, a
proposed third amended and restated
certificate of incorporation (the
"Proposed
4A. Advisory Charter Proposal A - to For For Management
change the number of shares of
authorized capital stock to
510,000,000, consisting of 500,000,000
shares of New TOI Common Stock, par
value $0.0001 per share ("New TOI
Common Stock") and 10,000,000 shares
of preferred stoc
4B. Advisory Charter Proposal B - to make For For Management
each member of New TOI's board of
directors (the "New TOI Board")
subject to election at each annual
meeting of stockholders (or special
meeting in lieu thereof), as opposed
to DFP having three classes of
directors, w
4C. Advisory Charter Proposal C - to For For Management
change the stockholder vote required
to amend certain provisions of the
Proposed Charter ("Advisory Charter
Proposal C").
4D. Advisory Charter Proposal D - to For For Management
change the stockholder vote required
to amend the amended and restated
bylaws to be adopted by DFP
immediately prior to the Closing
("Advisory Charter Proposal D").
4E. Advisory Charter Proposal E - to For For Management
prohibit stockholders form 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 wr
4F. Advisory Charter Proposal F - to For For Management
renounce any interest or expectancy
that New TOI has in, or right to be
offered an opportunity to participate
in, specified business opportunities
that are from time to time presented
to its nonemployee directors (includin
4G. Advisory Charter Proposal G - to amend For For Management
the exclusive forum provision of the
Current Charter to provide that, among
other administrative or clarifying
revisions, unless New TOI consents in
writing to the selection of an
alternative forum, to the fullest ex
4H. Advisory Charter Proposal H - to For For Management
provide for certain additional
changes, including, among others, (i)
changing the post- business
combination company's corporate name
from "DFP Healthcare Acquisitions Corp.
" to "The Oncology Institute, Inc."
and making th
5. The Incentive Plan Proposal - to For For Management
consider and vote upon a proposal to
approve, assuming the Business
Combination Proposal, Stock Issuance
Proposal and Charter Proposal are
approved and adopted, The Oncology
Institute, Inc. 2021 Incentive Award
Plan (the "
6. The ESPP Proposal - to consider and For For Management
vote upon a proposal to approve,
assuming the Business Combination
Proposal, the Stock Issuance Proposal,
the Charter Proposal and the Incentive
Plan Proposal are approved and
adopted, The Oncology Institute, Inc.
2021
7..1 DIRECTOR-Richard Barasch For For Management
7..2 DIRECTOR-Brad Hively For For Management
7..3 DIRECTOR-Karen Johnson For For Management
7..4 DIRECTOR-Mohit Kaushal For For Management
7..5 DIRECTOR-Anne McGeorge For For Management
7..6 DIRECTOR-Maeve O'Meara For For Management
7..7 DIRECTOR-Ravi Sarin For For Management
8. The Adjournment Proposal - to consider For For Management
and 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 if,
based upon the tabulated vote at the
time of the Special Meeting,
--------------------------------------------------------------------------------
DOMTAR CORPORATION
Ticker: UFS Security ID: 257559203
Meeting Date: JUL 29, 2021 Meeting Type: Special
Record Date: JUN 25, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Approve the Agreement and Plan of For For Management
Merger, dated as of May 10, 2021, (as
it may be further amended, modified or
supplemented from time to time, the
"merger agreement"), by and among
Domtar Corporation ("Company"), Karta
Halten B. V., ("Parent"), Pearl Merg
2. Approve, by a non-binding advisory For For Management
vote, the compensation that may be
paid or become payable to the
Company's named executive officers
that is based on or otherwise relates
to the merger.
3. Approve a proposal to adjourn the For For Management
special meeting to a later date or
time if necessary or appropriate,
including to solicit additional
proxies in favor of the proposal to
adopt the merger agreement if there
are insufficient votes at the time of
the specia
--------------------------------------------------------------------------------
DRAGONEER GROWTH OPPORTUNITIES CORP. II
Ticker: DGNS Security ID: G28314105
Meeting Date: DEC 07, 2021 Meeting Type: Special
Record Date: OCT 29, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal- For For Management
RESOLVED, as an ordinary resolution,
that Dragoneer's entry into the
Business Combination Agreement, dated
as of July 23, 2021 by and among
Dragoneer, Redwood Opportunity Merger
Sub, Inc., a Delaware corporation
("Merger
2. The Domestication Proposal-RESOLVED, For For Management
as a special resolution, that
Dragoneer be transferred by way of
continuation to Delaware pursuant to
Part XII of the Companies Act of the
Cayman Islands and Section 388 of the
General Corporation Law of the State
of D
3. The Proposed Charter and Bylaws For For Management
Proposal-RESOLVED, as a special
resolution, that the certificate of
incorporation and bylaws of Dragoneer,
copies of which are attached to the
proxy statement/prospectus/consent
solicitation as Annex C and Annex D,
respecti
4A. Advisory Governing Documents Proposal For For Management
A-RESOLVED, as an ordinary resolution,
that the authorized share capital of
Dragoneer be changed to (a) 1.5
billion shares of common stock of New
Cvent and (b) 1 million shares of
preferred stock of New Cvent.
4B. Advisory Governing Documents Proposal For For Management
B-RESOLVED, as an ordinary resolution,
that the authorization to the New
Cvent Board to issue any or all shares
of New Cvent Preferred Stock in one or
more classes or series, with such
terms and conditions as may be e
4C. Advisory Governing Documents Proposal For For Management
C-RESOLVED, as an ordinary resolution,
that the provision that certain
provisions of the certificate of
incorporation of New Cvent are subject
to the Investor Rights Agreement be
approved.
4D. Advisory Governing Documents Proposal For For Management
D-RESOLVED, as an ordinary resolution,
that the removal of the ability of New
Cvent stockholders to take action by
written consent in lieu of a meeting
be approved.
4E. Advisory Governing Documents Proposal For For Management
E-RESOLVED, as an ordinary resolution,
that the existing governing documents
of Dragoneer be amended and restated
in the forms attached to the proxy
statement.
5. The Nasdaq Proposal-RESOLVED, as an For For Management
ordinary resolution, that for the
purposes of complying with the
applicable provisions of Nasdaq Stock
Exchange Listing Rule 5635, the
issuance of the Forward Purchase
Shares and the shares of New Cvent
Common Stock be
6. The Incentive Equity Plan Proposal- For For Management
RESOLVED, as an ordinary resolution,
that the Cvent Holding Corp. 2021
Omnibus Incentive Plan, a copy of
which is attached to the proxy
statement/prospectus/consent
solicitation as Annex J, be adopted
and approved.
7. The ESPP Proposal- RESOLVED, as an For For Management
ordinary resolution, that the Cvent
Holding Corp. Employee Stock Purchase
Plan, a copy of which is attached to
the proxy statement/prospectus/consent
solicitation as Annex K, be adopted
and approved.
8. The Adjournment Proposal-RESOLVED, as For For Management
an ordinary resolution, that the
adjournment of the extraordinary
general meeting to a later date or
dates, if necessary, be approved.
--------------------------------------------------------------------------------
DYNAMICS SPECIAL PURPOSE CORP.
Ticker: DYNS Security ID: 268010105
Meeting Date: JUN 07, 2022 Meeting Type: Special
Record Date: MAY 03, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1) The Business Combination Proposal. To For For Management
adopt a proposal to (a) adopt and
approve the Business Combination
Agreement (the "Business Combination
Agreement"), dated as of December 19,
2021, as amended from time to time,
including as amended on February 12, 20
2) The Charter Amendment Proposal. To For For Management
adopt a proposal to approve the
amendment and restatement of DYNS's
Amended and Restated Certificate of
Incorporation ("Current Charter") and
Bylaws currently in effect by the
deletion in their entirety and the
substitut
3a) The Advisory Charter Amendment For For Management
Proposals. To approve the change of
the corporate name of the Combined
Company to "Senti Biosciences, Inc."
on and from the time of the Business
Combination.
3b) The Advisory Charter Amendment For For Management
Proposals. To approve the increase in
the authorized shares of common stock
of the Combined Company to 500,000,000
shares.
3c) The Advisory Charter Amendment For For Management
Proposals. To approve the increase in
the authorized shares of preferred
stock that the Combined Company's
board of directors could issue to
10,000,000 shares.
3d) The Advisory Charter Amendment For For Management
Proposals. To approve that certain
named individuals be elected to serve
as Class I, Class II and Class III
directors and serve staggered terms on
the board of directors of the Combined
Company until their respective succes
3e) The Advisory Charter Amendment For For Management
Proposals. To approve certain
amendments to provisions of the
Proposed Charter will require the
approval of the holders of at least
75% of the Combined Company's
then-outstanding shares of capital
stock entitled to vote on s
3f) The Advisory Charter Amendment For For Management
Proposals. To approve making the
Combined Company's corporate existence
perpetual instead of requiring DYNS to
be dissolved and liquidated 24 months
following the closing of its initial
public offering, and to omit from the
3g) The Advisory Charter Amendment For For Management
Proposals. To approve the removal the
provisions that allow stockholders to
act by written consent as opposed to
holding a stockholders meeting.
4) The Nasdaq Stock Issuance Proposal. To For For Management
adopt a proposal to approve, for
purposes of complying with applicable
listing rules of the Nasdaq Global
Market, the issuance by DYNS of (a) up
to 26,000,000 shares of Class A Common
Stock in connection with the Bus
5) The Incentive Plan Proposal. To adopt For For Management
a proposal to approve the Senti
Biosciences, Inc. 2022 Equity
Incentive Plan in the form attached to
the proxy statement/prospectus in
respect of the special meeting as
Annex C, which will become effective
as of and c
6) The ESPP Proposal. To adopt a proposal For For Management
to approve the Senti Biosciences, Inc.
2022 Employee Stock Purchase Plan in
the form attached to the proxy
statement/prospectus in respect of the
special meeting as Annex D, which will
become effective as of and cont
7) The Adjournment Proposal. To adopt a For For Management
proposal to approve the adjournment of
the special meeting to a later date or
dates, if necessary or appropriate, in
the judgment of the board of directors
of DYNS or the officer presiding over
the special meeting, for
--------------------------------------------------------------------------------
E.MERGE TECHNOLOGY ACQUISITION CORP
Ticker: ETAC Security ID: 26873Y104
Meeting Date: JUN 28, 2022 Meeting Type: Special
Record Date: MAY 25, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Extension Amendment Proposal: Amend For For Management
the 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 det
2. Adjournment Proposal: Adjourn the For For Management
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 Proposal 1.
--------------------------------------------------------------------------------
EAST STONE ACQUISITION CORPORATION
Ticker: ESSC Security ID: G2911D108
Meeting Date: NOV 24, 2021 Meeting Type: Special
Record Date: OCT 25, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1) The Extension Amendment Proposal: To For For Management
amend the amended and restated
Memorandum and Articles of Association
of East Stone Acquisition Corporation
("East Stone") to extend the date by
which East Stone has to consummate a
business combination from November 2
2) The Adjournment Proposal: To instruct For For Management
the chairman of the special meeting to
adjourn the special meeting of East
Stone shareholders to a later date or
dates, if necessary, to permit further
solicitation and vote of Proxies if,
based upon the tabulated vot
--------------------------------------------------------------------------------
ECP ENVIRONMENTAL GROWTH OPPORTUNITIES
Ticker: ENNV Security ID: 26829T100
Meeting Date: FEB 02, 2022 Meeting Type: Special
Record Date: JAN 05, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
consider and vote upon a proposal to
approve the Agreement and Plan of
Merger, dated as of July 18, 2021 and
amended on December 26, 2021 (as it
may be further amended, supplemented
or otherwise modified from time to
2A. The Charter Proposal - To authorize For For Management
the change in the authorized capital
stock of ENNV from (i) 110,000,000
shares of common stock, of which (A)
100,000,000 shares were Class A common
stock and (B) 10,000,000 shares were
Class B common stock and (ii) 1,00
2B. The Charter Proposal - To approve that For For Management
the Proposed Charter will require an
affirmative vote of 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
ENNV following the consummation of th
2C. The Charter Proposal - To approve that For For Management
the Proposed Charter will provide that
Fast Radius's shareholders may vote to
remove directors with cause only by at
least two- thirds (66 and 2/3%) of the
voting power of all of the then
outstanding shares of voting
2D. The Charter Proposal - To authorize For For Management
all other changes in connection with
the amendment of the Amended and
Restated Certificate of Incorporation
of ENNV, dated February 11, 2021 (the
"Existing Charter") with the Proposed
Charter in connection with the cons
3A. Election of Director until the 2022 For For Management
annual meeting of stockholders: Tyler
Reeder (as Class I Director Nominee)
3B. Election of Director until the 2022 For For Management
annual meeting of stockholders: Nick
Solaro (as Class I Director Nominee)
3C. Election of Director until the 2023 For For Management
annual meeting of stockholders:
Matthew Maloney (as Class II Director
Nominee)
3D. Election of Director until the 2023 For For Management
annual meeting of stockholders: Betsy
Ziegler (as Class II Director Nominee)
3E. Election of Director until the 2024 For For Management
annual meeting of stockholders: Lou
Rassey (as Class III Director Nominee)
3F. Election of Director until the 2024 For For Management
annual meeting of stockholders:
Matthew Flanigan (as Class III
Director Nominee)
3G. Election of Director until the 2024 For For Management
annual meeting of stockholders: Steven
Koch (as Class III Director Nominee)
4. The NASDAQ Proposal - To consider and For For Management
vote upon a proposal to approve, for
purposes of complying with applicable
listing rules of NASDAQ: (i) the
issuance of shares of Class A common
stock, par value $0.0001 per share, of
ENNV ("ENNV Class A common stock"
5. The Incentive Plan Proposal - To For For Management
consider and vote upon a proposal to
approve and adopt the Fast Radius, Inc.
2022 Equity Incentive Plan, in the
form attached to the accompanying
proxy statement/prospectus as Annex H
(the "Incentive Plan Proposal").
6. The Employee Stock Purchase Plan For For Management
Proposal - To consider and vote upon a
proposal to approve and adopt the Fast
Radius, Inc. 2022 Employee Stock
Purchase Plan, in the form attached to
the accompanying proxy
statement/prospectus as Annex I (the
"Employee St
7. The Adjournment Proposal - To consider For For Management
and 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 in
the event that there are insufficient
votes for
--------------------------------------------------------------------------------
EDTECHX HOLDINGS ACQUISITION CORP. II
Ticker: EDTX Security ID: 28139A102
Meeting Date: JUN 02, 2022 Meeting Type: Special
Record Date: APR 26, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Extension Amendment Proposal: Amend For For Management
the 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 For For Management
adjournment of the special meeting to
a later date or dates, if the Company
determines that additional time is
necessary to effectuate the Extension.
--------------------------------------------------------------------------------
EMPOWER LTD.
Ticker: EMPW Security ID: G3R39W102
Meeting Date: JUL 14, 2021 Meeting Type: Special
Record Date: JUN 07, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Business Combination Proposal - For For Management
Proposal to adopt the Merger
Agreement, dated as of March 11, 2021
(as it may be amended from time to
time, the "Merger Agreement") by and
among Empower, Empower Merger Sub I,
Inc., a Delaware corporation and
subsidiary of
2. Redomestication Proposal - Proposal to For For Management
approve by special resolution the
change of the Company's jurisdiction
of incorporation by continuing and
deregistering as an exempted company
in the Cayman Islands and continuing
and domesticating as a corporation i
3A. Authorized Shares - Proposal to amend For For Management
the Cayman Constitutional Documents to
authorize 555,000,000 shares,
consisting of 550,000,000 shares of
Domestication Common Stock and
5,000,000 shares of New Holley
preferred stock.
3B. Exclusive Forum Provision - Proposal For For Management
to amend the Cayman Constitutional
Documents to adopt Delaware as the
exclusive forum.
3C. Takeovers by Interested Stockholders - For For Management
Proposal to amend the Cayman
Constitutional Documents to allow New
Holley to elect not to be governed by
Section 203 of the DGCL relating to
takeovers by interested stockholders
and, instead, be governed by a provisi
3D. Adoption of Supermajority Vote For For Management
Requirement to Amend the Proposed
Organizational Documents - Proposal to
amend the Cayman Constitutional
Documents to require the affirmative
vote of at least (i) 66 2/3% to adopt,
amend or repeal Article VI of the
Proposed
3E. Removal of Directors - Proposal to For For Management
amend the Cayman Constitutional
Documents to permit the removal of a
director only for cause and only by
the affirmative vote of the holders of
at least a majority of the outstanding
shares entitled to vote at an electio
3F. Action by Written Consent of For For Management
Stockholders - Proposal to amend the
Cayman Constitutional Documents to
require stockholders to take action at
an annual or special meeting and
prohibit stockholder action by written
consent in lieu of a meeting.
3G. Corporate Opportunities - Proposal to For For Management
amend the Cayman Constitutional
Documents to explicitly waive any
expectation of corporate opportunities
with respect to New Holley's non-
employee directors.
3H. Other Changes In Connection With For For Management
Adoption of the Proposed
Organizational Documents - Proposal to
amend the Cayman Constitutional
Documents to authorize (1) changing
the corporate name from "Empower Ltd."
to "Holley Inc.", (2) making New
Holley's corporate
4. Binding Charter Proposals - Proposal For For Management
to adopt by special resolution the
Proposed Charter in the form attached
to the Proxy Statement as Annex C. The
Binding Charter Proposal is
conditioned on the approval of each of
the Business Combination Proposal, the
5. Director Election Proposal - Proposal For For Management
to elect seven (7) directors who upon
consummation of the Business
Combination will be directors of New
Holley. The Director Election Proposal
is conditioned on the approval of each
of the Business Combination Proposa
6. The NYSE Proposal - Proposal to For For Management
approve, for purposes of complying
with applicable NYSE listing rules,
the issuance of more than 20% of
Empower Class A Shares and Empower
Class B Shares pursuant to the
Business Combination. The NYSE
Proposal is conditione
7. Incentive Plan Proposal - Proposal to For For Management
approve the Holley Inc. 2021 Stock
Incentive Plan (the "Incentive Plan"),
in the form attached to the Proxy
Statement as Annex I, including the
authorization of the initial share
reserve under the Incentive Plan. The
8. Adjournment Proposal - Proposal to For For Management
adjourn 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 Busin
--------------------------------------------------------------------------------
ENVIRONMENTAL IMPACT ACQUISITION CORP
Ticker: ENVI Security ID: 29408N106
Meeting Date: FEB 01, 2022 Meeting Type: Special
Record Date: DEC 29, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - to For For Management
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
2. The Public Benefit Corporation For For Management
Proposal - 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 th
3. The Charter Amendment Proposal - to For For Management
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 For For Management
of 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 GreenLigh
4B. to provide that, in addition to any For For Management
vote 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 st
4C. to provide that provisions of Proposed For For Management
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-
ou
5. The Nasdaq Proposal - to consider and For For Management
vote 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 th
6. The Incentive Award Plan Proposal - to For For Management
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 For For Management
Proposal - 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..1 DIRECTOR-Eric O'Brien For For Management
8..2 DIRECTOR-Jennifer E. Pardi For For Management
8..3 DIRECTOR-Matthew Walker For For Management
8..4 DIRECTOR-Martha Schlicher For For Management
8..5 DIRECTOR-Andrey Zarur For For Management
8..6 DIRECTOR-Charles Cooney For For Management
8..7 DIRECTOR-Ganesh Kishore For For Management
9. The Adjournment Proposal - to consider For For Management
and 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 ENV
--------------------------------------------------------------------------------
FIRST HORIZON CORPORATION
Ticker: FHN Security ID: 320517105
Meeting Date: MAY 31, 2022 Meeting Type: Special
Record Date: APR 20, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Proposal to approve the Agreement and For For Management
Plan of Merger, dated as of February
27, 2022, as it may be amended from
time to time in accordance with its
terms, by and among First Horizon
Corporation, The Toronto-Dominion
Bank, TD Bank US Holding Company and
Fal
2. Proposal to approve, on an advisory For For Management
(non- binding) basis, the
merger-related compensation payments
that will or may be paid by First
Horizon to its named executive
officers in connection with the
transactions contemplated by the
merger agreement (the "Fir
3. Proposal to approve the adjournment of For For Management
the First Horizon special meeting, to
solicit additional proxies (i) if
there are not sufficient votes at the
time of the First Horizon special
meeting to approve the First Horizon
merger proposal or (ii) if adjournm
--------------------------------------------------------------------------------
FIRSTMARK HORIZON ACQUISITION CORP.
Ticker: FMACU Security ID: 33765Y200
Meeting Date: MAR 16, 2022 Meeting Type: Special
Record Date: FEB 03, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
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 Dela
2. The Organizational Documents Proposal For For Management
- To 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
3A. The Advisory Organizational Document For For Management
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 For For Management
Proposal - Change the corporate
purpose to one more appropriate for a
public operating company.
3C. The Advisory Organizational Document For For Management
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 s
3D. The Advisory Organizational Document For For Management
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 D
3E. The Advisory Organizational Document For For Management
Proposal - Provide that directors may
be removed with or without cause under
varying circumstances.
3F. The Advisory Organizational Document For For Management
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 Iden
3G. The Advisory Organizational Document For For Management
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 tha
3H. The Advisory Organizational Document For For Management
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 oth
3I. The Advisory Organizational Document For For Management
Proposal - Increase the required
voting thresholds for approving any
amendments to the Proposed Bylaws to
662/3%.
3J. The Advisory Organizational Document For For Management
Proposal - Increase the required
voting thresholds for approving
certain amendments to the Proposed
Charter to 662/3%.
3K. The Advisory Organizational Document For For Management
Proposal - Eliminate various
provisions applicable only to blank
check companies.
4. The Exchange Proposal - To consider For For Management
and 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 C
5. The Equity Incentive Plan Proposal - For For Management
To 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 For For Management
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 For For Management
and 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 t
--------------------------------------------------------------------------------
FIRSTMARK HORIZON ACQUISITION CORP.
Ticker: FMAC Security ID: 33765Y101
Meeting Date: MAR 16, 2022 Meeting Type: Special
Record Date: FEB 03, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
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 Dela
2. The Organizational Documents Proposal For For Management
- To 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
3A. The Advisory Organizational Document For For Management
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 For For Management
Proposal - Change the corporate
purpose to one more appropriate for a
public operating company.
3C. The Advisory Organizational Document For For Management
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 s
3D. The Advisory Organizational Document For For Management
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 D
3E. The Advisory Organizational Document For For Management
Proposal - Provide that directors may
be removed with or without cause under
varying circumstances.
3F. The Advisory Organizational Document For For Management
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 Iden
3G. The Advisory Organizational Document For For Management
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 tha
3H. The Advisory Organizational Document For For Management
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 oth
3I. The Advisory Organizational Document For For Management
Proposal - Increase the required
voting thresholds for approving any
amendments to the Proposed Bylaws to
662/3%.
3J. The Advisory Organizational Document For For Management
Proposal - Increase the required
voting thresholds for approving
certain amendments to the Proposed
Charter to 662/3%.
3K. The Advisory Organizational Document For For Management
Proposal - Eliminate various
provisions applicable only to blank
check companies.
4. The Exchange Proposal - To consider For For Management
and 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 C
5. The Equity Incentive Plan Proposal - For For Management
To 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 For For Management
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 For For Management
and 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 t
--------------------------------------------------------------------------------
FIVE9, INC.
Ticker: FIVN Security ID: 338307101
Meeting Date: SEP 30, 2021 Meeting Type: Special
Record Date: AUG 25, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. A proposal to adopt the Agreement and For Against Management
Plan of Merger, dated as of July 16,
2021 (as it may be amended from time
to time, the "merger agreement"),
among Zoom Video Communications, Inc.,
Summer Merger Sub, Inc. and Five9, Inc.
("Five9"), and approve the tra
2. A proposal to approve, by a For For Management
non-binding advisory vote, certain
compensation that may be paid or
become payable to Five9's named
executive officers that is based on or
otherwise relates to the merger
proposal contemplated by the merger
agreement.
3. A proposal to approve the adjournment For For Management
of the meeting to a later date or
dates, if necessary or appropriate, to
solicit additional proxies in the
event there are not sufficient votes
at the time of the meeting to approve
the merger proposal.
--------------------------------------------------------------------------------
FIVE9, INC.
Ticker: FIVN Security ID: 338307101
Meeting Date: MAY 18, 2022 Meeting Type: Annual
Record Date: MAR 21, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-Jack Acosta For For Management
1..2 DIRECTOR-Rowan Trollope For For Management
1..3 DIRECTOR-David Welsh For For Management
2. To approve, on a non-binding advisory For For Management
basis, the compensation of the named
executive officers as disclosed in the
proxy statement.
3. Ratification of the appointment of For For Management
KPMG LLP as the independent registered
public accounting firm for the Company
for the fiscal year ending December
31, 2022.
--------------------------------------------------------------------------------
FLAGSTAR BANCORP, INC.
Ticker: FBC Security ID: 337930705
Meeting Date: MAY 24, 2022 Meeting Type: Annual
Record Date: APR 01, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1a. Election of Director: Alessandro P. For For Management
DiNello
1b. Election of Director: Jay J. Hansen For For Management
1c. Election of Director: Toan Huynh For For Management
1d. Election of Director: Lori Jordan For For Management
1e. Election of Director: John D. Lewis For For Management
1f. Election of Director: Bruce E. Nyberg For For Management
1g. Election of Director: James A. Ovenden For For Management
1h. Election of Director: Peter Schoels For For Management
1i. Election of Director: David L. For For Management
Treadwell
1j. Election of Director: Jennifer R. Whip For For Management
2. To ratify the appointment of For For Management
PricewaterhouseCoopers LLP as the
Company's independent registered
public accounting firm for the year
ending December 31, 2022.
3. To adopt an advisory (non-binding) For For Management
resolution to approve named executive
officer compensation.
--------------------------------------------------------------------------------
FORESIGHT ACQUISITION CORP.
Ticker: FORE Security ID: 34552Y106
Meeting Date: DEC 03, 2021 Meeting Type: Special
Record Date: OCT 08, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combinations Proposal - For For Management
To approve and adopt the Agreement and
Plan of Merger, dated as of May 25,
2021 (as it may be amended or restated
from time to time, the "Merger
Agreement), by and among Foresight, P3
Health Group Holdings, LLC ("P3")
2. The Charter Amendment Proposal - To For For Management
approve and adopt the proposed second
amended and restated certificate of
incorporation of Foresight attached as
Annex C to the proxy statement (the
"Proposed Charter").
3. The Bylaw Amendment Proposal - To For For Management
approve amendments to Foresight's
bylaws, in the form of the amended and
restated bylaws attached as Annex D to
the proxy statement (the "Proposed
Bylaws").
4A. Advisory Governance Proposal 4A - to For For Management
increase the number of authorized
shares of Class A Common Stock from
200,000,000 to 800,000,000 and
increase the number of authorized
shares of preferred stock from
1,000,000 to 10,000,000.
4B. Advisory Governance Proposal 4B - to For For Management
create a new class of capital stock,
Class V Common Stock, which will carry
certain voting rights but no economic
rights, and set the number of
authorized shares of Class V Common
Stock to 205,000,000.
4C. Advisory Governance Proposal 4C - to For For Management
provide that the post- combination
company renounces all interest and
expectancy that the post-combination
company would be entitled to have in,
and all rights to be offered an
opportunity to participate in, any
busine
4D. Advisory Governance Proposal 4D - to For For Management
provide for certain additional
changes, including, among other
things, (i) changing the corporate
name from "Foresight Acquisition Corp.
" to "P3 Health Partners Inc.", (ii)
making the post-combination company's
corpora
4E. Advisory Governance Proposal 4E - to For For Management
modify the forum selection provision
to designate the U.S. federal district
courts as the exclusive forum for
claims arising under the Securities
Act and provide that the forum
selection provision will not apply to
cla
4F. Advisory Governance Proposal 4F - to For For Management
update the advance notice requirements
for stockholder proposals and
nominations to require enhanced
disclosure about both the proposing
stockholder and the nominee, including
director questionnaires, disclosures
of vo
4G. Advisory Governance Proposal 4G - to For For Management
provide that special meetings of
stockholders may be called by the
Chairman of the post-combination
company board or a majority of the
whole board.
4H. Advisory Governance Proposal 4H - to For For Management
change the required vote for
stockholder approval in order to
alter, amend or repeal the bylaws from
the affirmative vote of a majority of
the voting power of all outstanding
shares of capital stock of the post-
combin
5. Nasdaq Proposal - To approve, in For For Management
connection with the Business
Combinations, for purposes of
complying with applicable listing
rules of The Nasdaq Capital Market:
the issuance of (i) shares of Class A
Common Stock to the blocker sellers in
the transactions
6. 2021 Plan Proposal - To approve the P3 For For Management
Health Partners Inc. 2021 Incentive
Award Plan.
7. Stockholder Adjournment Proposal - To For For Management
approve the adjournment of the special
meeting of stockholders 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 f
--------------------------------------------------------------------------------
FUSION ACQUISITION CORP.
Ticker: FUSE Security ID: 36118H105
Meeting Date: SEP 21, 2021 Meeting Type: Special
Record Date: SEP 02, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - to For For Management
consider and vote upon a proposal to
approve the agreement and plan of
merger, dated as of February 11, 2021
(as may be amended and/or restated
from time to time, the "Merger
Agreement"), by and among Fusion
Acquisit
2A. The Charter Proposal - A proposal to For For Management
approve and adopt, assuming the
Business Combination Proposal is
approved and adopted, the A&R Charter,
which, if approved, would take effect
upon the Closing (we refer to this
proposal as "Charter Proposal A").
2B. The Charter Proposal - A proposal to For For Management
approve and adopt, assuming the
Business Combination Proposal and
Charter Proposal A are approved and
adopted, an amendment to the A&R
Charter to increase the number of
authorized shares of Class A common
stock, par va
3A. Advisory Charter Proposal 3a - to For For Management
provide that New MoneyLion will have
authorized capital stock of
2,200,000,000 shares, consisting of
2,000,000,000 shares of Class A common
stock, par value $0.0001 per share
(the "New MoneyLion Class A common
stock") and
3B. Advisory Charter Proposal 3b - to For For Management
provide that directors of New
MoneyLion may be removed from office
only for cause and only with the
affirmative vote of the holders of at
least 66 2/3% of the voting power of
the outstanding shares of stock of New
MoneyLi
3C. Advisory Charter Proposal 3c - to For For Management
change the stockholder vote required
to amend certain provisions of the
Proposed Charter.
3D. Advisory Charter Proposal 3d - to For For Management
change the stockholder vote required
to amend the amended and restated
bylaws of New MoneyLion (the "Proposed
Bylaws").
3E. Advisory Charter Proposal 3e - to For For Management
prohibit 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 w
3F. Advisory Charter Proposal 3f - to For For Management
provide for certain additional
changes, including, among other
things, (i) changing the post-
business combination company's
corporate name from "Fusion
Acquisition Corp." to "MoneyLion Inc."
and making the company's corp
4. The Stock Issuance Proposal - to For For Management
consider and vote upon a proposal to
approve, assuming the Business
Combination Proposal and the Charter
Proposals are approved and adopted,
for the purposes of complying with the
applicable listing rules of the NYSE,
the
5. The Incentive Plan Proposal - to For For Management
consider and vote upon a proposal to
approve, assuming the Business
Combination Proposal, the Charter
Proposals and the Stock Issuance
Proposal are approved and adopted, the
MoneyLion Inc. Incentive Plan (the
"Incentive Pl
6. The ESPP Proposal - to consider and For For Management
vote upon a proposal to approve,
assuming the Business Combination
Proposal, the Charter Proposals, the
Stock Issuance Proposal and the
Incentive Plan Proposal are approved
and adopted, the MoneyLion Inc.
Employee Stock
7. The Adjournment Proposal - to consider For For Management
and 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 t
--------------------------------------------------------------------------------
GALILEO ACQUISITION CORP.
Ticker: GLEO Security ID: G3770A102
Meeting Date: SEP 28, 2021 Meeting Type: Special
Record Date: AUG 02, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Domestication Proposal - To For For Management
consider and vote upon a proposal by
special resolution to (a) change the
domicile of Galileo pursuant to a
transfer by way of continuation of an
exempted company out of the Cayman
Islands and a domestication into the
State
2. The Business Combination Proposal - To For For Management
consider and vote upon a proposal by
ordinary resolution to approve the
Agreement and Plan of Merger and
Reorganization, dated as of April 28,
2021 (as amended or supplemented from
time to time, the "Merger Agreement
3. The Charter Proposal - To consider and For For Management
vote on a proposal by special
resolution to approve, in connection
with the Business Combination, the
replacement of Galileo's Amended and
Restated Memorandum and Articles of
Association (the "Current Charter")
with
4. Advisory Organizational Document For For Management
Proposal 4 - To approve and adopt
provisions in the Proposed Charter,
which will amend and replace the
Current Charter if the Charter
Proposal is approved, requiring the
affirmative vote of the holders of at
least 66 2/3%
5. Advisory Organizational Document For For Management
Proposal 5 - To approve and adopt
provisions in the Proposed Charter,
which will amend and replace the
Current Charter if the Charter
Proposal is approved, providing that
(i) special meetings of stockholders
for any purpos
6. Advisory Organizational Document For For Management
Proposal 6 - To approve and adopt
provisions in the Proposed Charter,
which will amend and replace the
Current Charter if the Charter
Proposal is approved, providing
adopting Delaware as the exclusive
forum for certain sha
7. Advisory Organizational Document For For Management
Proposal 7 - To approve and adopt
provisions in the Proposed Charter,
which will amend and replace the
Current Charter if the Charter
Proposal is approved, changing the
post-Business Combination company's
corporate name fr
8. Advisory Organizational Document For For Management
Proposal 8 - To approve and adopt
provisions in the Proposed Charter,
which will amend and replace the
Current Charter if the Charter
Proposal is approved, to remove
certain provisions related to
Galileo's status as a blan
9. Advisory Organizational Document For For Management
Proposal 9 - To approve and adopt
provisions in the Proposed Charter,
which will amend and replace the
Current Charter if the Charter
Proposal is approved, increasing the
total number of authorized shares of
all classes of
10. The Share Escrow Amendment Proposal - For For Management
To consider and vote on a proposal by
ordinary resolution to approve an
amendment, in the form appended to the
joint proxy statement/consent
solicitation statement/prospectus as
Annex D, to the Share Escrow Agreement
11. The NYSE Proposal - To consider and For For Management
vote on a proposal by ordinary
resolution to approve, for purposes of
complying with the applicable
provisions of NYSE Listing Rule 312.
03, the issuance of (a) shares of
Common Stock of the combined company
to the PIPE
12. The Incentive Plan Proposal - To For For Management
consider and vote on a proposal by
ordinary resolution to approve the
Shapeways Holdings, Inc. 2021 Equity
Incentive Plan, in the form appended
to the joint proxy statement/consent
solicitation statement/prospectus as
Anne
13. The Employment Stock Purchase Plan For For Management
Proposal - To consider and vote on a
proposal by ordinary resolution to
approve the Shapeways Holdings, Inc.
2021 Employee Stock Purchase Plan, in
the form appended to the joint proxy
statement/consent solicitation state
14..1 DIRECTOR-Josh Wolfe For For Management
14..2 DIRECTOR-Greg Kress For For Management
14..3 DIRECTOR-Robert Jan Galema For For Management
14..4 DIRECTOR-Patrick S. Jones For For Management
14..5 DIRECTOR-Alberto Recchi For For Management
14..6 DIRECTOR-Ryan Kearny For For Management
15. The Adjournment Proposal - To consider For For Management
and vote upon a proposal by ordinary
to adjourn the Meeting to a later date
or dates, if necessary, to permit
further solicitation and vote of
proxies if it is determined by the
Galileo Board that more time is necess
--------------------------------------------------------------------------------
GIGCAPITAL4, INC.
Ticker: GIG Security ID: 37518G101
Meeting Date: DEC 03, 2021 Meeting Type: Special
Record Date: OCT 05, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve and adopt the Agreement and For For Management
Plan 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 c
2. To approve, for purposes of complying For For Management
with 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, i
3. To consider and vote upon a proposal For For Management
to 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
4. To consider and vote upon a proposal For For Management
to 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 provisi
5A. To approve the BigBear.ai Holdings, For For Management
Inc. 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, For For Management
Inc. 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 For For Management
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 For For Management
adjournment of 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 Combi
--------------------------------------------------------------------------------
GORES HOLDINGS V, INC.
Ticker: GRSV Security ID: 382864106
Meeting Date: AUG 03, 2021 Meeting Type: Special
Record Date: JUN 29, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Merger Proposal - To consider and vote For For Management
upon a proposal to adopt the Business
Combination Agreement, dated as of
February 22, 2021 (as amended as of
March 5, 2021, and as may be amended
from time to time, the "Business
Combination Agreement"), by and among
2A. Change in Authorized Shares - To For For Management
approve Section 6 of AMPSA's articles
of association and the authorized one
hundred billion (100,000,000,000)
shares of AMPSA, each with a par value
of one Euro cent (EUR 0.01), that will
be authorized thereunder ("AMPSA S
2B. Compulsory Share Transfer - To approve For For Management
Section 13 of AMPSA's articles of
association and the right of a
shareholder that owns 75% or more of
AMPSA Shares to acquire (without the
approval of AMPSA's board of directors
or any additional shareholders) the re
3. Adjournment Proposal - To consider and For For Management
vote upon a proposal to allow the
chairman of the Special Meeting to
adjourn the Special Meeting to a later
date or dates, if necessary, (A) to
ensure that any supplement or
amendment to the proxy
statement/prospectu
--------------------------------------------------------------------------------
GS ACQUISITION HOLDINGS CORP II
Ticker: GSAH Security ID: 36258Q105
Meeting Date: OCT 19, 2021 Meeting Type: Special
Record Date: SEP 23, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Approval of the Business Combination - For For Management
To consider and vote upon a proposal
to approve and adopt the Business
Combination Agreement, dated as of
June 17, 2021 (as it may be further
amended from time to time, the
"Business Combination Agreement"), by
and a
2. The NYSE Proposal - To consider and For For Management
vote upon a proposal to approve, for
purposes of complying with applicable
listing rules of the New York Stock
Exchange (the "NYSE"), (a) the
issuance of more than 20% of the
Company's outstanding Class A common
stock i
3. The Charter Proposal - To consider and For For Management
vote upon a proposal to adopt the
Second Amended and Restated
Certificate of Incorporation in the
form attached to the accompanying
proxy statement/prospectus as Annex B
(the "New Mirion Charter"), which, if
approved
4A. To approve an increase in the total For For Management
number of authorized shares of the
Company's capital stock from
555,000,000 shares to 2,200,000,000
shares, which would consist of
increasing the number of authorized
shares of: (i) the GSAH Class A common
stock from 50
4B. To provide that the affirmative vote For For Management
of holders of not less than 66 2/3% of
the total voting power of all
outstanding securities of the Company
generally entitled to vote in the
election of directors, voting together
as a single class will be required to
4C. To provide that certain potential For For Management
transactions are not "corporate
opportunities" and that any member of
the Board, who is not an employee of
the Company or its subsidiaries, or
any employee or agent of such member,
other than someone who is an employee
of
5..1 DIRECTOR-Thomas D. Logan For For Management
5..2 DIRECTOR-Lawrence D. Kingsley For For Management
5..3 DIRECTOR-Jyothsna (Jo) Natauri For For Management
5..4 DIRECTOR-Christopher Warren For For Management
5..5 DIRECTOR-Steven Etzel For For Management
5..6 DIRECTOR-Kenneth C. Bockhorst For For Management
5..7 DIRECTOR-Robert A. Cascella For For Management
5..8 DIRECTOR-John W. Kuo For For Management
5..9 DIRECTOR-Jody A. Markopoulos For For Management
6. The Incentive Plan Proposal - To For For Management
consider and vote upon a proposal to
approve the Mirion Technologies, Inc.
Omnibus Incentive Plan, including the
authorization of the initial share
reserve under the Incentive Plan.
7. The Class A Common Stock Proposal - To For For Management
consider and vote upon a proposal to
increase the total number of
authorized shares of GSAH Class A
common stock from 500,000,000 to
2,000,000,000.
8. The Adjournment Proposal - To consider For For Management
and 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 in
the event that there are insufficient
votes for
--------------------------------------------------------------------------------
HAYMAKER ACQUISITION CORP. III
Ticker: HYAC Security ID: 42087R108
Meeting Date: MAY 24, 2022 Meeting Type: Special
Record Date: APR 27, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Business Combination Proposal - To For For Management
consider and vote upon a proposal to
approve and adopt the Business
Combination Agreement, dated as of
December 13, 2021 (a copy of which is
attached to the accompanying proxy
statement as Annex A) (as amended, the
"Busi
2. Nasdaq Proposal - To consider and vote For For Management
upon a proposal to approve, for
purposes of complying with applicable
Nasdaq listing rules, the issuance of
more than 20% of the Company's issued
and outstanding common stock (i)
pursuant to the terms of the Business
3. Charter Proposal - To consider and For For Management
vote upon a proposal to approve the
Company's proposed second amended and
restated certificate of incorporation,
substantially in the form attached to
the accompanying proxy statement as
Annex C, in connection with the b
4. Net Tangible Assets Proposal - To For For Management
consider and vote upon a proposal to
approve certain provisions contained
in the Company's second amended and
restated certificate of incorporation,
which will remove requirements
contained in the
5a. Advisory Charter Proposal A - to elect For For Management
not to be governed by Section 203 of
the DGCL.
5b. Advisory Charter Proposal B - to For For Management
change the name of the new public
entity to "biote Corp." from "Haymaker
Acquisition Corp. III".
5c. Advisory Charter Proposal C - to, upon For For Management
completion of the business
combination, increase the authorized
capital stock from 221,000,000 shares,
consisting of 200,000,000 shares of
Class A common stock, 20,000,000
shares of Class B common stock and
1,000,000
6. Incentive Plan Proposal - To consider For For Management
and vote upon a proposal to approve
the biote Corp. 2022 Equity Incentive
Plan (the "Incentive Plan"),
substantially in the form attached to
the accompanying proxy statement as
Annex E, including the authorization of
7. ESPP Proposal - To consider and vote For For Management
upon a proposal to approve the biote
Corp. 2022 Employee Stock Purchase
Plan (the "ESPP"), substantially in
the form attached to the accompanying
proxy statement as Annex F, including
the authorization of the initial s
8..1 DIRECTOR-Stephen Powell For For Management
8..2 DIRECTOR-Dana Jacoby For For Management
8..3 DIRECTOR-Steven J. Heyer For For Management
8..4 DIRECTOR-Mark Cone For For Management
8..5 DIRECTOR-Andrew R. Heyer For For Management
8..6 DIRECTOR-Marc D. Beer For For Management
8..7 DIRECTOR-Teresa Weber For For Management
9. Adjournment Proposal - To consider and For For Management
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 there are
insufficient votes for, or otherwise
in c
--------------------------------------------------------------------------------
HAYMAKER ACQUISITION CORP. III
Ticker: HYACU Security ID: 42087R207
Meeting Date: MAY 24, 2022 Meeting Type: Special
Record Date: APR 27, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Business Combination Proposal - To For For Management
consider and vote upon a proposal to
approve and adopt the Business
Combination Agreement, dated as of
December 13, 2021 (a copy of which is
attached to the accompanying proxy
statement as Annex A) (as amended, the
"Busi
2. Nasdaq Proposal - To consider and vote For For Management
upon a proposal to approve, for
purposes of complying with applicable
Nasdaq listing rules, the issuance of
more than 20% of the Company's issued
and outstanding common stock (i)
pursuant to the terms of the Business
3. Charter Proposal - To consider and For For Management
vote upon a proposal to approve the
Company's proposed second amended and
restated certificate of incorporation,
substantially in the form attached to
the accompanying proxy statement as
Annex C, in connection with the b
4. Net Tangible Assets Proposal - To For For Management
consider and vote upon a proposal to
approve certain provisions contained
in the Company's second amended and
restated certificate of incorporation,
which will remove requirements
contained in the
5a. Advisory Charter Proposal A - to elect For For Management
not to be governed by Section 203 of
the DGCL.
5b. Advisory Charter Proposal B - to For For Management
change the name of the new public
entity to "biote Corp." from "Haymaker
Acquisition Corp. III".
5c. Advisory Charter Proposal C - to, upon For For Management
completion of the business
combination, increase the authorized
capital stock from 221,000,000 shares,
consisting of 200,000,000 shares of
Class A common stock, 20,000,000
shares of Class B common stock and
1,000,000
6. Incentive Plan Proposal - To consider For For Management
and vote upon a proposal to approve
the biote Corp. 2022 Equity Incentive
Plan (the "Incentive Plan"),
substantially in the form attached to
the accompanying proxy statement as
Annex E, including the authorization of
7. ESPP Proposal - To consider and vote For For Management
upon a proposal to approve the biote
Corp. 2022 Employee Stock Purchase
Plan (the "ESPP"), substantially in
the form attached to the accompanying
proxy statement as Annex F, including
the authorization of the initial s
8..1 DIRECTOR-Stephen Powell For For Management
8..2 DIRECTOR-Dana Jacoby For For Management
8..3 DIRECTOR-Steven J. Heyer For For Management
8..4 DIRECTOR-Mark Cone For For Management
8..5 DIRECTOR-Andrew R. Heyer For For Management
8..6 DIRECTOR-Marc D. Beer For For Management
8..7 DIRECTOR-Teresa Weber For For Management
9. Adjournment Proposal - To consider and For For Management
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 there are
insufficient votes for, or otherwise
in c
--------------------------------------------------------------------------------
HERTZ GLOBAL HOLDINGS, INC.
Ticker: HTZ Security ID: 42806J700
Meeting Date: MAY 19, 2022 Meeting Type: Annual
Record Date: MAR 25, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Director to serve for a For For Management
three-year term expiring at the 2025
Annual Meeting: Michael Gregory O'Hara
1B. Election of Director to serve for a For For Management
three-year term expiring at the 2025
Annual Meeting: Thomas Wagner
1C. Election of Director to serve for a For For Management
three-year term expiring at the 2025
Annual Meeting: Vincent J. Intrieri
2. Ratification of the selection of Ernst For For Management
& Young LLP as the Company's
independent registered public
accounting firm for the year 2022.
3. Approval, by a non-binding advisory For For Management
vote, of the named executive officers'
compensation.
--------------------------------------------------------------------------------
HIGHLAND TRANSCEND PARTNERS I CORP.
Ticker: HTPA Security ID: G44690108
Meeting Date: MAR 29, 2022 Meeting Type: Special
Record Date: JAN 20, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal. To For For Management
approve by ordinary resolution the
transactions contemplated by the
agreement and plan of merger, dated as
of September 8, 2021 (as amended or
modified from time to time, the
"merger agreement"), by and among
Highland
2. The NYSE Proposal. To approve by For For Management
ordinary resolution, for purposes of
complying with applicable listing
rules of the NYSE, the issuance by
Highland Transcend of (i) 7,000,000
shares of Class A common stock to the
subscription investors pursuant to the
sub
3. The Domestication Proposal. To approve For For Management
by special resolution the change of
Highland Transcend'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
4A. To approve (i) the change of our name For For Management
from "Highland Transcend Partners I
Corp." to "Packable Commerce, Inc."
("New Packable"), (ii) adopting
Delaware as the exclusive forum for
certain stockholder litigation, (iii)
making New Packable's corporate existen
4B. To approve provisions dividing the For For Management
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.
4C. To approve provisions providing that For For Management
the directors, except for Preferred
Stock Directors (as defined in the
proposed charter), may only be removed
for cause (as defined in the proposed
charter).
4D. To approve provisions removing the For For Management
ability of shareholders to call a
special meeting.
4E. To approve provisions removing the For For Management
ability of shareholders to act by
written consent in lieu of a meeting.
4F. To authorize the change in the For For Management
authorized capital stock of Highland
Transcend 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) 3,000,000,000 shares
of Cla
5. The Equity Incentive Plan Proposal. To For For Management
approve by ordinary resolution the
Packable Commerce, Inc. 2022 Equity
Incentive Plan.
6. The Employee Stock Purchase Plan For For Management
Proposal. To approve by ordinary
resolution the Packable Commerce, Inc.
2022 Employee Stock Purchase Plan.
7. The Adjournment Proposal. To approve For For Management
by ordinary resolution 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 it
is determined by Highland Tra
--------------------------------------------------------------------------------
HILL-ROM HOLDINGS, INC.
Ticker: HRC Security ID: 431475102
Meeting Date: DEC 02, 2021 Meeting Type: Special
Record Date: OCT 18, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve the Agreement and Plan of For For Management
Merger, dated as of September 1, 2021,
by and among Hill-Rom Holdings, Inc.
("Hillrom"), Baxter International Inc.
("Baxter"), and Bel Air Subsidiary,
Inc., a direct wholly owned subsidiary
of Baxter ("Merger Sub"), as
2. To adjourn the special meeting, if For For Management
necessary or appropriate, to solicit
additional proxies in favor of the
proposal to approve the merger
agreement if there are not sufficient
votes at the time of such adjournment
to approve the merger agreement.
3. To approve, on a non-binding, advisory For For Management
basis, certain compensation that will
or may be paid or become payable to
Hillrom's named executive officers
that is based on or otherwise relates
to the merger.
--------------------------------------------------------------------------------
INOVALON HOLDINGS INC.
Ticker: INOV Security ID: 45781D101
Meeting Date: NOV 16, 2021 Meeting Type: Special
Record Date: OCT 21, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve and adopt the Agreement and For For Management
Plan of Merger, dated as of August 19,
2021 (the "Merger Agreement") by and
among Inovalon Holdings, Inc. (the
"Company"), Ocala Bidco, Inc., and
Ocala Merger Sub, Inc. ("Merger Sub")
pursuant to which Merger Sub wil
2. To approve, by a non-binding, advisory For For Management
vote, certain compensation
arrangements for the Company's named
executive officers in connection with
the Merger.
3. To approve one or more adjournments of For For Management
the Special Meeting if there are
insufficient votes at the time of the
Special Meeting to approve and adopt
the Merger Agreement.
--------------------------------------------------------------------------------
INOVALON HOLDINGS INC.
Ticker: INOV Security ID: 45781D101
Meeting Date: NOV 16, 2021 Meeting Type: Special
Record Date: OCT 15, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve and adopt the Agreement and For For Management
Plan of Merger, dated as of August 19,
2021 (the "Merger Agreement") by and
among Inovalon Holdings, Inc. (the
"Company"), Ocala Bidco, Inc., and
Ocala Merger Sub, Inc. ("Merger Sub")
pursuant to which Merger Sub wil
2. To approve, by a non-binding, advisory For For Management
vote, certain compensation
arrangements for the Company's named
executive officers in connection with
the Merger.
3. To approve one or more adjournments of For For Management
the Special Meeting if there are
insufficient votes at the time of the
Special Meeting to approve and adopt
the Merger Agreement.
--------------------------------------------------------------------------------
INVESTINDUSTRIAL ACQUISITION CORP.
Ticker: IIAC Security ID: G4771L105
Meeting Date: DEC 15, 2021 Meeting Type: Special
Record Date: NOV 05, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - For For Management
RESOLVED, as an ordinary resolution,
that, assuming the Merger Proposal is
authorized, approved and confirmed,
the Business Combination Agreement,
dated as of July 18, 2021 (as it may
be amended from time to time), a co
2. The Merger Proposal - RESOLVED, as a For For Management
special resolution, that, assuming the
Business Combination Proposal is
authorized, approved and confirmed,
the Plan of Merger in the form tabled
to the Extraordinary General Meeting
(a draft of which is attached to th
3. The Adjournment Proposal - RESOLVED, For For Management
as an ordinary resolution, to adjourn
the Extraordinary General Meeting to a
later date or dates (A) in order to
solicit additional proxies for the
purpose of obtaining IIAC shareholder
approval of the transaction prop
--------------------------------------------------------------------------------
ISOS ACQUISITION CORP.
Ticker: ISOS Security ID: G4962C112
Meeting Date: DEC 14, 2021 Meeting Type: Special
Record Date: NOV 04, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1) The BCA Proposal - To approve and For For Management
adopt the Business Combination
Agreement, dated as of July 1, 2021,
(the "Business Combination
Agreement"), by and among Isos and
Bowlero Corp. which provides for,
among other things, the merger of
Bowlero with and into I
2) The Domestication Proposal - To For For Management
approve change Isos'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 "
3A) Organizational Documents Proposal A - For For Management
change in authorized capital stock
3B) Organizational Documents Proposal B - For For Management
issuance of preferred stock
3C) Organizational Documents Proposal C - For For Management
adopt Delaware as exclusive forum for
certain stockholder litigation
3D) Organizational Documents Proposal D - For For Management
elect not to be governed by Section
203 of the DGCL
3E) Organizational Documents Proposal E - For For Management
to approve certain super- majority
provisions for certain amendments
3F) Organizational Documents Proposal F - For For Management
to approve certain super- majority
provisions for removal of directors
3G) Organizational Documents Proposal G - For For Management
to approve super-voting provisions New
Bowlero Class B common stock
3H) Organizational Documents Proposal H - For For Management
to provide for certain additional
changes
4).1 DIRECTOR-Thomas F. Shannon For For Management
4).2 DIRECTOR-Brett I. Parker For For Management
4).3 DIRECTOR-John A. Young For For Management
4).4 DIRECTOR-Michael J. Angelakis For For Management
4).5 DIRECTOR-Rachael A. Wagner For For Management
4).6 DIRECTOR-Robert J. Bass For For Management
4).7 DIRECTOR-George Barrios For For Management
4).8 DIRECTOR-Michelle Wilson For For Management
4).9 DIRECTOR-Sandeep Mathrani For For Management
5) The Stock Issuance Proposal - To For For Management
approve for purposes of complying with
the applicable provisions of the NYSE,
the issuance of Class A common stock
and Series A preferred stock pursuant
to the Business Combination Agreement,
the PIPE Offering and the Forw
6) The Incentive Plan Proposal - To For For Management
approve the Bowlero Corp. 2021 Omnibus
Incentive Plan.
7) The ESPP Proposal - To approve the For For Management
Bowlero Corp. Employee Stock Purchase
Plan.
8) The Adjournment Proposal - To approve For For Management
the adjournment of the 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 the approval of one or
--------------------------------------------------------------------------------
JAZZ PHARMACEUTICALS PLC
Ticker: JAZZ Security ID: G50871105
Meeting Date: JUL 29, 2021 Meeting Type: Annual
Record Date: JUN 02, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Director to hold office For For Management
until the 2024 annual meeting: Peter
Gray
1B. Election of Director to hold office For For Management
until the 2024 annual meeting: Kenneth
W. O'Keefe
1C. Election of Director to hold office For For Management
until the 2024 annual meeting: Mark D.
Smith, M.D.
1D. Election of Director to hold office For For Management
until the 2024 annual meeting:
Catherine A. Sohn, Pharm. D.
2. To ratify, on a non-binding advisory For For Management
basis, the appointment of KPMG as the
independent auditors of Jazz
Pharmaceuticals plc for the fiscal
year ending December 31, 2021 and to
authorize, in a binding vote, the
board of directors, acting through the
audit
3. To approve, on a non-binding advisory For For Management
basis, the compensation of Jazz
Pharmaceuticals plc's named executive
officers as disclosed in the proxy
statement.
4. To renew the Board of Director's For For Management
existing authority under Irish law to
allot and issue ordinary shares.
5. To renew the Board of Director's For For Management
existing authority under Irish law to
allot and issue ordinary shares for
cash without first offering those
ordinary shares to existing
shareholders pursuant to the statutory
pre- emption right that would
otherwise apply.
6. To approve any motion to adjourn the For For Management
annual meeting, or any adjournments
thereof, to another time and place to
solicit additional proxies if there
are insufficient votes at the time of
annual meeting to approve Proposal 5.
--------------------------------------------------------------------------------
JPMORGAN TR II
Ticker: MGMXX Security ID: 4812C2270
Meeting Date: NOV 23, 2021 Meeting Type: Special
Record Date: AUG 20, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-John F. Finn For For Management
1..2 DIRECTOR-Stephen P. Fisher For For Management
1..3 DIRECTOR-Gary L. French For For Management
1..4 DIRECTOR-Kathleen M. Gallagher For For Management
1..5 DIRECTOR-Robert J. Grassi For For Management
1..6 DIRECTOR-Frankie D. Hughes For For Management
1..7 DIRECTOR-Raymond Kanner For For Management
1..8 DIRECTOR-Thomas P. Lemke For For Management
1..9 DIRECTOR-Lawrence Maffia For For Management
1..10 DIRECTOR-Mary E. Martinez For For Management
1..11 DIRECTOR-Marilyn McCoy For For Management
1..12 DIRECTOR-Dr. Robert A. Oden, Jr. For For Management
1..13 DIRECTOR-Marian U. Pardo For For Management
1..14 DIRECTOR-Emily A. Youssouf For For Management
1..15 DIRECTOR-Robert F. Deutsch For For Management
1..16 DIRECTOR-Nina O. Shenker For For Management
--------------------------------------------------------------------------------
KANSAS CITY SOUTHERN
Ticker: KSU Security ID: 485170302
Meeting Date: SEP 16, 2021 Meeting Type: Contested-Special
Record Date: JUL 01, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The proposal to adopt the Agreement Against DNV Management
and Plan of Merger, dated as of May
21, 2021 (as may be further amended
from time to time, the "CN Merger
Agreement"), by and among Canadian
National Railway Company, a Canadian
corporation ("CN"), Brooklyn Merger
Sub,
2. The proposal to approve, on a None DNV Management
non-binding advisory basis, the
compensation that may be paid or
become payable to KCS's named
executive officers that is based on or
otherwise relates to the transactions
contemplated by the CN Merger
Agreement (the "Compens
3. The proposal to adjourn the Special For DNV Management
Meeting to solicit additional proxies
if there are not sufficient votes at
the time of the Special Meeting to
approve the Merger Proposal or to
ensure that any supplement or
amendment to the proxy
statement/prospectus f
--------------------------------------------------------------------------------
KANSAS CITY SOUTHERN
Ticker: KSU Security ID: 485170302
Meeting Date: SEP 16, 2021 Meeting Type: Contested-Special
Record Date: JUL 01, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated as of May 21, 2021 (as
it may be amended from time to time,
the "merger agreement") by and among
Kansas City Southern ("KCS"), Canadian
National Railway Company ("CN") and
Brooklyn Merger Sub, Inc., a wholl
2. To approve, on a non-binding, advisory For For Management
basis, the compensation that may be
paid or become payable to KCS's named
executive officers that is based on or
otherwise relates to the transactions
contemplated by the merger agreement.
3. To approve the adjournment of the KCS For For Management
special meeting, if necessary or
appropriate, to solicit additional
proxies if there are not sufficient
votes at the time of the KCS special
meeting to approve the merger proposal
or to ensure that any supplement or a
--------------------------------------------------------------------------------
KANSAS CITY SOUTHERN
Ticker: KSU Security ID: 485170302
Meeting Date: DEC 10, 2021 Meeting Type: Special
Record Date: OCT 14, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated as of September 15, 2021
(as it may be amended from time to
time, the "merger agreement") by and
among Kansas City Southern ("KCS"),
Canadian Pacific Railway Limited
("CPRL"), Cygnus Merger Sub 1
Corporatio
2. To approve, on a non-binding, advisory For For Management
basis, the compensation that may be
paid or become payable to KCS's named
executive officers that is based on or
otherwise relates to the transactions
contemplated by the merger agreement.
3. To approve the adjournment of the KCS For For Management
special meeting, if necessary or
appropriate, to solicit additional
proxies if there are not sufficient
votes at the time of the KCS special
meeting to approve the merger proposal
or to ensure that any supplement or a
--------------------------------------------------------------------------------
KENSINGTON CAPITAL ACQUISITION CORP. II
Ticker: KCACU Security ID: 49006L203
Meeting Date: SEP 30, 2021 Meeting Type: Special
Record Date: AUG 30, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
approve and adopt the Business
Combination Agreement, dated as of
June 9, 2021 (as may be amended from
time to time, the "Business
Combination Agreement"), by and among
Kensington, Wall Box Chargers, S.L., a
Spanish
2. The Merger Proposal - To approve and For For Management
adopt the Merger, pursuant to which
Merger Sub will merge with and into
Kensington with Kensington as the
surviving company and each share of
Kensington's Class A common stock and
Class B common stock outstanding immed
3. The Adjournment Proposal - To adjourn For For Management
the special meeting to a later date or
dates, if necessary or appropriate, to
permit further solicitation and vote
of proxies if, based upon the
tabulated vote at the time of the
special meeting, there are not suffici
--------------------------------------------------------------------------------
KHOSLA VENTURES ACQUISITION CO.
Ticker: KVSA Security ID: 482504107
Meeting Date: NOV 16, 2021 Meeting Type: Special
Record Date: OCT 13, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. A proposal to approve the business For For Management
combination (the "Business
Combination") described in the proxy
statement/prospectus, including (a)
adopting the Agreement and Plan of
Merger, dated June 9, 2021, as amended
by Amendment No. 1 to Agreement and
Plan of Me
2. A proposal to approve and adopt the For For Management
amended and restated certificate of
incorporation of KVSA (the "Proposed
Charter") in the form attached to the
proxy statement/prospectus as Annex C.
3. A proposal to approve, on a For For Management
non-binding advisory basis, certain
governance provisions in the Proposed
Charter, presented separately in
accordance with the United States
Securities and Exchange Commission
requirements.
4. A proposal to approve, for purposes of For For Management
complying with the applicable
provisions of Nasdaq Stock Exchange
Listing Rule 5635, the issuance of (a)
an aggregate of 20,086,250 shares of
New Valo common stock to the PIPE
Investors, (b) 230,897,358 shares of
New
5. A proposal to approve the Valo Health For For Management
Holdings, Inc. 2021 Stock Option and
Incentive Plan, a copy of which is
attached to the proxy
statement/prospectus as Annex L.
6. A proposal to approve the Valo Health For For Management
Holdings, Inc. 2021 Employee Stock
Purchase Plan, a copy of which is
attached to the proxy
statement/prospectus as Annex M.
7. A proposal to adjourn the special For For Management
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 one or more
proposals
--------------------------------------------------------------------------------
KISMET ACQUISITION ONE CORP.
Ticker: KSMT Security ID: G52753103
Meeting Date: AUG 18, 2021 Meeting Type: Special
Record Date: JUL 23, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1) The Business Combination: A proposal For For Management
to consider and vote upon a proposal
to approve and adopt the business
combination described in the
accompanying proxy
statement/prospectus.
2) The Adjournment Proposal: A proposal For For Management
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, there a
--------------------------------------------------------------------------------
LANDCADIA HOLDINGS III, INC.
Ticker: LCY Security ID: 51476H100
Meeting Date: JUL 13, 2021 Meeting Type: Special
Record Date: JUN 16, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - to For For Management
consider and vote upon a proposal to
approve the agreement and plan of
merger, dated as of January 24, 2021
(as may be amended and/or restated
from time to time, the "Merger
Agreement"), by and among Landcadia;
Helio
2. The Charter Proposal - to consider and For For Management
vote upon a proposal to approve,
assuming the other condition precedent
proposals (as defined below) are
approved and adopted, the proposed
third amended and restated certificate
of incorporation of Landcadia (the "P
3A. Advisory Charter Proposal A - Our For For Management
Current Charter requires the
affirmative vote of holders of at
least a majority of the voting power
of outstanding shares to adopt, amend,
alter or repeal the Current Charter.
The Proposed Charter will require the
approva
3B. Advisory Charter Proposal B - Our For For Management
Current Charter requires the
affirmative vote of holders of at
least a majority of the voting power
of outstanding shares for stockholders
to adopt, amend, alter or repeal the
bylaws of New Hillman. The Proposed
Charter w
3C. Advisory Charter Proposal C - Our For For Management
Current Charter requires the
affirmative vote of holders of at
least a majority of the voting power
of outstanding shares to remove a
director from office. The Proposed
Charter would require the approval by
the affirmativ
3D. Advisory Charter Proposal D - Under For For Management
the Current Charter, Landcadia is
subject to Section 203 of the DGCL.
The additional amendment would cause
the combined company to not be
governed by Section 203 of the DGCL
and, instead, include a provision in
the Prop
3E. Advisory Charter Proposal E - Our For For Management
Current Charter authorizes the
issuance of 380,000,000 shares of
Landcadia Class A common stock,
20,000,000 shares of Landcadia Class B
common stock and 1,000,000 shares of
preferred stock. The Proposed Charter
would incr
3F. Advisory Charter Proposal F - The For For Management
Proposed Charter provides that New
Hillman will renounce any interest or
expectancy in, or in being offered an
opportunity to participate in, any
business opportunities that are from
time to time available to CCMP Capital
3G. Advisory Charter Proposal G - The For For Management
Current Charter permits only holders
of Class B common stock to take action
by written consent in lieu of taking
action at a meeting of stockholders.
The Proposed Charter instead prohibits
stockholder action by written co
4. The Stock Issuance Proposal - to For For Management
consider and vote upon a proposal to
approve, assuming the other condition
precedent proposals (as defined below)
are approved and adopted, for the
purposes of complying with the
applicable listing rules of Nasdaq,
the iss
5. The Incentive Plan Proposal - to For For Management
consider and vote upon a proposal to
approve, assuming the other condition
precedent proposals (as defined below)
are approved and adopted, the Hillman
Solutions Corp. 2021 Equity Incentive
Plan (the "Incentive Equity Plan
6. The ESPP Proposal - to consider and For For Management
vote upon a proposal to approve,
assuming the condition precedent
proposals (as defined below) are
approved and adopted, the Hillman
Solutions Corp. 2021 Employee Stock
Purchase Plan (the "ESPP"), a copy of
which is att
7..1 DIRECTOR-Douglas Cahill For For Management
7..2 DIRECTOR-Joseph Scharfenberger For For Management
7..3 DIRECTOR-Richard Zannino For For Management
7..4 DIRECTOR-Aaron Jagdfeld For For Management
7..5 DIRECTOR-David Owens For For Management
7..6 DIRECTOR-Philip Woodlief For For Management
7..7 DIRECTOR-Diana Dowling For For Management
7..8 DIRECTOR-John Swygert For For Management
7..9 DIRECTOR-Daniel O'Leary For For Management
7..10 DIRECTOR-Teresa Gendron For For Management
8. The Adjournment Proposal - to consider For For Management
and 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 t
--------------------------------------------------------------------------------
LANDCADIA HOLDINGS III, INC.
Ticker: LCYAU Security ID: 51476H209
Meeting Date: JUL 13, 2021 Meeting Type: Special
Record Date: JUN 16, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - to For For Management
consider and vote upon a proposal to
approve the agreement and plan of
merger, dated as of January 24, 2021
(as may be amended and/or restated
from time to time, the "Merger
Agreement"), by and among Landcadia;
Helio
2. The Charter Proposal - to consider and For For Management
vote upon a proposal to approve,
assuming the other condition precedent
proposals (as defined below) are
approved and adopted, the proposed
third amended and restated certificate
of incorporation of Landcadia (the "P
3A. Advisory Charter Proposal A - Our For For Management
Current Charter requires the
affirmative vote of holders of at
least a majority of the voting power
of outstanding shares to adopt, amend,
alter or repeal the Current Charter.
The Proposed Charter will require the
approva
3B. Advisory Charter Proposal B - Our For For Management
Current Charter requires the
affirmative vote of holders of at
least a majority of the voting power
of outstanding shares for stockholders
to adopt, amend, alter or repeal the
bylaws of New Hillman. The Proposed
Charter w
3C. Advisory Charter Proposal C - Our For For Management
Current Charter requires the
affirmative vote of holders of at
least a majority of the voting power
of outstanding shares to remove a
director from office. The Proposed
Charter would require the approval by
the affirmativ
3D. Advisory Charter Proposal D - Under For For Management
the Current Charter, Landcadia is
subject to Section 203 of the DGCL.
The additional amendment would cause
the combined company to not be
governed by Section 203 of the DGCL
and, instead, include a provision in
the Prop
3E. Advisory Charter Proposal E - Our For For Management
Current Charter authorizes the
issuance of 380,000,000 shares of
Landcadia Class A common stock,
20,000,000 shares of Landcadia Class B
common stock and 1,000,000 shares of
preferred stock. The Proposed Charter
would incr
3F. Advisory Charter Proposal F - The For For Management
Proposed Charter provides that New
Hillman will renounce any interest or
expectancy in, or in being offered an
opportunity to participate in, any
business opportunities that are from
time to time available to CCMP Capital
3G. Advisory Charter Proposal G - The For For Management
Current Charter permits only holders
of Class B common stock to take action
by written consent in lieu of taking
action at a meeting of stockholders.
The Proposed Charter instead prohibits
stockholder action by written co
4. The Stock Issuance Proposal - to For For Management
consider and vote upon a proposal to
approve, assuming the other condition
precedent proposals (as defined below)
are approved and adopted, for the
purposes of complying with the
applicable listing rules of Nasdaq,
the iss
5. The Incentive Plan Proposal - to For For Management
consider and vote upon a proposal to
approve, assuming the other condition
precedent proposals (as defined below)
are approved and adopted, the Hillman
Solutions Corp. 2021 Equity Incentive
Plan (the "Incentive Equity Plan
6. The ESPP Proposal - to consider and For For Management
vote upon a proposal to approve,
assuming the condition precedent
proposals (as defined below) are
approved and adopted, the Hillman
Solutions Corp. 2021 Employee Stock
Purchase Plan (the "ESPP"), a copy of
which is att
7..1 DIRECTOR-Douglas Cahill For For Management
7..2 DIRECTOR-Joseph Scharfenberger For For Management
7..3 DIRECTOR-Richard Zannino For For Management
7..4 DIRECTOR-Aaron Jagdfeld For For Management
7..5 DIRECTOR-David Owens For For Management
7..6 DIRECTOR-Philip Woodlief For For Management
7..7 DIRECTOR-Diana Dowling For For Management
7..8 DIRECTOR-John Swygert For For Management
7..9 DIRECTOR-Daniel O'Leary For For Management
7..10 DIRECTOR-Teresa Gendron For For Management
8. The Adjournment Proposal - to consider For For Management
and 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 t
--------------------------------------------------------------------------------
LGL SYSTEMS ACQUISITION CORP.
Ticker: DFNS Security ID: 50201G106
Meeting Date: AUG 26, 2021 Meeting Type: Special
Record Date: JUL 19, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve and adopt the Agreement and For For Management
Plan of Reorganization and Merger,
dated as of March 15, 2021, by and
among LGL Systems Acquisition Corp.,
LGL Systems Merger Sub Inc., and
IronNet Cybersecurity, Inc., as
amended, and the transactions
contemplated t
2A. To approve the amendment to LGL's For For Management
current amended and restated
certificate of incorporation: to
change the name of the public entity
to "IronNet, Inc.".
2B. To approve the amendment to LGL's For For Management
current amended and restated
certificate of incorporation: to
increase LGL's capitalization so that
it will have 500,000,000 authorized
shares of a single class of common
stock and 100,000,000 authorized
shares of preferr
2C. To approve the amendment to LGL's For For Management
current amended and restated
certificate of incorporation: to
require that stockholders only act at
annual and special meeting of the
corporation and not by written consent.
2D. To approve the amendment to LGL's For For Management
current amended and restated
certificate of incorporation: to
eliminate the current limitations in
place on the corporate opportunity
doctrine.
2E. To approve the amendment to LGL's For For Management
current amended and restated
certificate of incorporation: to
increase the required vote thresholds
to 66-2/3% for stockholders to approve
amendments to the bylaws and
amendments to certain provisions of
the certificate o
2F. To approve the amendment to LGL's For For Management
current amended and restated
certificate of incorporation: to
approve all other changes, including
to delete the various provisions
applicable only to special purpose
acquisition corporations (such as the
obligation to di
3. To approve, for purposes of complying For For Management
with applicable listing rules of the
New York Stock Exchange, the issuance
of shares of LGL common stock pursuant
to the Business Combination and a
private placement.
4..1 DIRECTOR-Gen. K B Alexander Ret. For For Management
4..2 DIRECTOR-William E. Welch For For Management
4..3 DIRECTOR-Donald R. Dixon For For Management
4..4 DIRECTOR-Mary E. Gallagher For For Management
4..5 DIRECTOR-Gen. John M. Keane Ret. For For Management
4..6 DIRECTOR-Robert V. LaPenta Jr. For For Management
4..7 DIRECTOR-Vadm.J.M McConnell Ret. For For Management
4..8 DIRECTOR-Andre Pienaar For For Management
4..9 DIRECTOR-Hon. Michael J. Rogers For For Management
4..10 DIRECTOR-Theodore E. Schlein For For Management
4..11 DIRECTOR-Vadm. Jan E. Tighe Ret. For For Management
5. To approve the IronNet, Inc. 2021 For For Management
Equity Incentive Plan.
6. To approve the IronNet, Inc. 2021 For For Management
Employee Stock Purchase Plan.
7. To adjourn the special meeting to a For For Management
later date or dates if it is
determined that more time is necessary
or appropriate for LGL to consummate
the Business Combination.
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LHC GROUP, INC.
Ticker: LHCG Security ID: 50187A107
Meeting Date: JUN 21, 2022 Meeting Type: Special
Record Date: MAY 16, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated as of March 28, 2022, by
and among LHC Group, Inc.,
UnitedHealth Group Incorporated and
Lightning Merger Sub Inc.
2. To approve, on a non-binding, advisory For For Management
basis, certain compensation that will
or may be paid by LHC to its named
executive officers that is based on or
otherwise relates to the Merger.
3. To adjourn the special meeting of LHC For For Management
stockholders from time to time, if
necessary or appropriate, for the
purpose of soliciting additional votes
for the approval of the proposal
described above in Proposal 1 if there
are insufficient votes at the time of
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LIONHEART ACQUISITION CORP. II
Ticker: LCAP Security ID: 53625R104
Meeting Date: JAN 27, 2022 Meeting Type: Special
Record Date: DEC 31, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Extension Amendment Proposal - Amend For For Management
the Company's amended and restated
certificate of incorporation to extend
the date that the Company has to
consummate an initial business
combination to August 18, 2022.
2. Adjournment Proposal - Adjourn the For For Management
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 Proposal 1.
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M3-BRIGADE ACQUISITION II CORP.
Ticker: MBAC Security ID: 553800103
Meeting Date: FEB 09, 2022 Meeting Type: Special
Record Date: JAN 06, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Business Combination Proposal - To For For Management
consider 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
A
2. To approve, (i) the issuance of more For For Management
than 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 For For Management
vote 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 p
4A. Super Majority Vote Requirements - For For Management
Proposal 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
4B. Change in Authorized Shares - Proposal For For Management
(i) 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 o
4C. Corporate Opportunity - To consider For For Management
and vote upon a proposal to update the
provisions regarding corporate
opportunities to, among other things.
4D. Declassification of Board - To For For Management
consider and vote upon a proposal to
declassify our Board.
4E. Special Quorum Requirement and For For Management
Director 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 an
4F. Ability to Call a Special Meeting - To For For Management
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 Execut
4G. Class A Stock to Have Exclusive Right For For Management
to 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 t
5..1 DIRECTOR-James Attwood For For Management
5..2 DIRECTOR-Kevin Beebe For For Management
5..3 DIRECTOR-Orisa Cherenfant For For Management
5..4 DIRECTOR-Andrew Davies For For Management
5..5 DIRECTOR-Tony Holcombe For For Management
5..6 DIRECTOR-Greg Kleiner For For Management
5..7 DIRECTOR-Dan Mead For For Management
5..8 DIRECTOR-Mohsin Y. Meghji For For Management
5..9 DIRECTOR-Lauren Nemeth For For Management
5..10 DIRECTOR-Matthew Perkal For For Management
5..11 DIRECTOR-Raymond Ranelli For For Management
6. Incentive Award Plan Proposal - To For For Management
consider 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, incl
7. Adjournment Proposal - To consider and For For Management
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 if
there are insufficient votes for, or
otherwise.
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MAGNACHIP SEMICONDUCTOR CORP
Ticker: MX Security ID: 55933J203
Meeting Date: APR 21, 2022 Meeting Type: Annual
Record Date: MAR 15, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-Melvin L. Keating For For Management
1..2 DIRECTOR-Young-Joon Kim For For Management
1..3 DIRECTOR-Ilbok Lee For For Management
1..4 DIRECTOR-Camillo Martino For For Management
1..5 DIRECTOR-Gary Tanner For For Management
1..6 DIRECTOR-Kyo-Hwa (Liz) Chung For For Management
2. Advisory (non-binding) vote to approve For For Management
the compensation of our named
executive officers as set forth in the
"Executive Compensation" section in
the proxy statement.
3. Ratification of the Board's election For For Management
of Samil PricewaterhouseCoopers as our
independent registered public
accounting firm for 2022.
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MANDIANT INC.
Ticker: MNDT Security ID: 562662106
Meeting Date: JUN 03, 2022 Meeting Type: Special
Record Date: APR 06, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated March 7, 2022, as it may
be amended from time to time, between
Mandiant, Inc., Google LLC and Dupin
Inc.
2. To approve, on a non-binding, advisory For For Management
basis, the compensation that will or
may become payable to Mandiant's named
executive officers in connection with
the merger.
3. To approve any proposal to adjourn the For For Management
special meeting to a later date or
dates, if necessary or appropriate, to
solicit additional proxies if there
are insufficient votes to adopt the
merger agreement at the time of the
Special Meeting.
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MARQUEE RAINE ACQUISITION CORP.
Ticker: MRAC Security ID: G58442107
Meeting Date: OCT 13, 2021 Meeting Type: Special
Record Date: SEP 03, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - to For For Management
consider and vote upon a proposal to
approve by ordinary resolution and
adopt the Agreement and Plan of
Merger, dated as of April 28, 2021 and
amended on July 23, 2021 and September
13, 2021 (the "Merger Agreement"),
2. The Domestication Proposal - to For For Management
consider and vote upon a proposal to
approve by special resolution, the
change of MRAC's jurisdiction of
incorporation by deregistering as an
exempted company in the Cayman Islands
and continuing and domesticating as a
corp
3. The Organizational Documents Proposal For For Management
- to consider and vote upon a proposal
to approve by special resolution and
adopt the proposed new certificate of
incorporation ("Proposed Certificate
of Incorporation") and the proposed
new bylaws ("Proposed Bylaws")
4A. Change the Authorized Capital Stock - For For Management
To provide authorization to change the
authorized capital stock of MRAC from
(i) 500,000,000 Class A ordinary
shares, par value $0.0001 per share,
of MRAC, 50,000,000 Class B ordinary
shares of MRAC and 5,000,000 pref
4B. Change the Stockholder Vote Required For For Management
to Amend the Certificate of
Incorporation - To require the
affirmative vote of holders of at
least 66 2/3% of the voting power of
all then-outstanding New Enjoy Common
Stock entitled to vote generally in
the election o
4C. Establish a Classified Board of For For Management
Directors - To divide New Enjoy's
board of directors into three classes,
with only one class of directors being
elected in each year and each class
serving a three-year term.
4D. Delaware as Exclusive Forum - To For For Management
provide that, unless New Enjoy
consents in writing to the selection
of an alternative forum, the Court of
Chancery of the State of Delaware
shall be the sole and exclusive forum
for certain types of actions or
proceedings
5A. Election of Class I Director: Fred For For Management
Harmon
5B. Election of Class I Director: Salaam For For Management
Coleman Smith
5C. Election of Class II Director: Denise For For Management
Young Smith
5D. Election of Class II Director: For For Management
Jonathan Mariner
5E. Election of Class II Director: Brett For For Management
Varsov
5F. Election of Class III Director: Ron For For Management
Johnson
5G. Election of Class III Director: Gideon For For Management
Yu
5H. Election of Class III Director: Thomas For For Management
Ricketts
6. The Stock Issuance Proposal - to For For Management
consider and vote upon a proposal to
approve by ordinary resolution, for
the purposes of complying with the
applicable provisions of Nasdaq Rule
5635, the issuance of shares common
stock of New Enjoy, par value $0.0001
per
7. The Incentive Award Plan Proposal - to For For Management
consider and vote upon a proposal to
approve by ordinary resolution, the
Enjoy Technology, Inc. 2021 Incentive
Award Plan (the "Incentive Award Plan
Proposal").
8. The ESPP Proposal - to consider and For For Management
vote upon a proposal to approve by
ordinary resolution, the Enjoy
Technology, Inc. 2021 Employee Stock
Purchase Plan (the "ESPP Proposal").
9. The Adjournment Proposal - to consider For For Management
and vote upon a proposal to approve
the adjournment of the 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 insuffic
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MEDALLIA, INC.
Ticker: MDLA Security ID: 584021109
Meeting Date: OCT 14, 2021 Meeting Type: Special
Record Date: SEP 01, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger (as it may be amended from time
to time), dated July 25, 2021, between
Project Metal Parent, LLC, Project
Metal Merger Sub, Inc. and Medallia.
2. To approve, on a non-binding, advisory For For Management
basis, the compensation that will or
may become payable by Medallia to its
named executive officers in connection
with the merger.
3. To approve any proposal to adjourn the For For Management
Special Meeting to a later date or
dates, if necessary or appropriate, to
solicit additional proxies if there
are insufficient votes at the time of
the Special Meeting.
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MEDTECH ACQUISITION CORP
Ticker: MTAC Security ID: 58507N105
Meeting Date: MAR 10, 2022 Meeting Type: Special
Record Date: JAN 25, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
approve and adopt the Business
Combination Agreement, a copy of which
is attached to the proxy
statement/prospectus as Annex A, and
the transactions contemplated therein,
including the Business Combination
whereby Ma
2. The Charter Proposal - To approve the For For Management
following material differences between
MTAC's amended and restated
certificate of incorporation (the
"MTAC Charter") and Memic's amended
and restated articles of association
to be effective upon the consummation
of th
3. The Adjournment Proposal - To adjourn For For Management
the special meeting to a later date or
dates, if necessary, if the parties
are not able to consummate the
Business Combination (the "Adjournment
Proposal").
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MEREDITH CORPORATION
Ticker: MDP Security ID: 589433101
Meeting Date: NOV 30, 2021 Meeting Type: Special
Record Date: NOV 15, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To consider and vote upon a proposal For For Management
to adopt the Agreement and Plan of
Merger, dated as of May 3, 2021, as
amended June 2, 2021 and October 6,
2021, by and among Gray Television,
Inc. ("Gray"), Gray Hawkeye Stations,
Inc., a wholly-owned subsidiary of Gr
2. To consider and vote, on an advisory For For Management
basis, upon a proposal to approve the
compensation that Meredith's named
executive officers may receive in
connection with the Merger
contemplated by the Merger Agreement
(the "Merger").
3. To vote to adjourn the Special Meeting For For Management
if necessary to permit further
solicitation of proxies if there are
not sufficient votes at the time of
the Special Meeting to adopt the
Merger Agreement.
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MEREDITH CORPORATION
Ticker: MDP Security ID: 589433101
Meeting Date: NOV 30, 2021 Meeting Type: Special
Record Date: OCT 20, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To consider and vote upon a proposal For For Management
to adopt the Agreement and Plan of
Merger, dated as of May 3, 2021, as
amended June 2, 2021 and October 6,
2021, by and among Gray Television,
Inc. ("Gray"), Gray Hawkeye Stations,
Inc., a wholly-owned subsidiary of Gr
2. To consider and vote, on an advisory For For Management
basis, upon a proposal to approve the
compensation that Meredith's named
executive officers may receive in
connection with the Merger
contemplated by the Merger Agreement
(the "Merger").
3. To vote to adjourn the Special Meeting For For Management
if necessary to permit further
solicitation of proxies if there are
not sufficient votes at the time of
the Special Meeting to adopt the
Merger Agreement.
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MERIDA MERGER CORP. I
Ticker: MCMJ Security ID: 58953M106
Meeting Date: OCT 29, 2021 Meeting Type: Special
Record Date: SEP 24, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Extension Amendment Proposal: Amend For For Management
the Company's amended and restated
certificate of incorporation to extend
the date that the Company has to
consummate a business combination to
December 31, 2021.
2. Adjournment Proposal: to consider and For For Management
vote upon a proposal to adjourn the
special meeting to a later date or
dates, if determined by the parties to
the Merger Agreement in accordance
with the Merger Agreement.
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MERITOR, INC.
Ticker: MTOR Security ID: 59001K100
Meeting Date: MAY 26, 2022 Meeting Type: Special
Record Date: APR 11, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve the Agreement and Plan of For For Management
Merger, dated as of February 21, 2022
(as amended, modified or supplemented
from time to time, the "Merger
Agreement"), by and among Meritor, Inc.
, an Indiana corporation ("Meritor"),
Cummins Inc., an Indiana corporati
2. To approve, on an advisory For For Management
(non-binding) basis, certain
compensation that may be paid or
become payable to Meritor's named
executive officers in connection with
the Merger.
3. To approve the adjournment of the For For Management
special meeting, if necessary or
appropriate, including to solicit
additional proxies if there are
insufficient votes at the time of the
special meeting to approve the Merger
Proposal or in the absence of a quorum.
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MONEYGRAM INTERNATIONAL, INC.
Ticker: MGI Security ID: 60935Y208
Meeting Date: MAY 05, 2022 Meeting Type: Annual
Record Date: MAR 08, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Director: Antonio O. Garza For For Management
1B. Election of Director: Alka Gupta For For Management
1C. Election of Director: W. Alexander For For Management
Holmes
1D. Election of Director: Francisco Lorca For For Management
1E. Election of Director: Michael P. For For Management
Rafferty
1F. Election of Director: Julie E. Silcock For For Management
1G. Election of Director: W. Bruce Turner For For Management
1H. Election of Director: Peggy Vaughan For For Management
2. Ratification of the appointment of For For Management
KPMG LLP as our independent registered
public accounting firm for 2022.
3. Advisory vote to approve executive For For Management
compensation.
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MONEYGRAM INTERNATIONAL, INC.
Ticker: MGI Security ID: 60935Y208
Meeting Date: MAY 23, 2022 Meeting Type: Special
Record Date: APR 20, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Proposal to approve and adopt the For For Management
Agreement and Plan of Merger, dated as
of February 14, 2022, as such
agreement may be amended from time to
time (the "Merger Agreement"), by and
among Mobius Parent Corp., a Delaware
corporation ("Parent") and an affiliat
2. Advisory, non-binding proposal to For For Management
approve compensation that will be or
may become payable to MoneyGram's
named executive officers in connection
with the merger contemplated by the
Merger Agreement.
3. Proposal to adjourn the special For For Management
meeting to a later date, if necessary
or appropriate, to solicit additional
proxies if there are insufficient
votes to adopt the Merger Agreement at
the time of the special meeting.
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MONTES ARCHIMEDES ACQUISITION CORP
Ticker: MAAC Security ID: 612657106
Meeting Date: SEP 28, 2021 Meeting Type: Special
Record Date: AUG 10, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal-To For For Management
consider and vote upon a proposal to
approve the Business Combination
Agreement, dated as of May 1, 2021 (as
amended on June 9, 2021), by and among
Montes Archimedes Acquisition Corp.,
("MAAC"), Roivant Sciences Ltd.,
2. The Nasdaq Proposal-To consider and For For Management
vote upon a proposal to approve, for
purposes of complying with Nasdaq
Listing Rule 5635(a), (b) and (d), the
issuance of more than 20% of the
issued and outstanding shares of MAAC
Class A common stock and MAAC Class B
3. The Adjournment Proposal-To consider For For Management
and vote upon a proposal to adjourn
the MAAC Special Meeting to a later
date or time, if necessary, to permit
further solicitation and vote of
proxies if, based upon the tabulated
vote at the time of the MAAC Special M
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MOTIVE CAPITAL CORP
Ticker: MOTV Security ID: G6293A103
Meeting Date: MAR 15, 2022 Meeting Type: Special
Record Date: FEB 07, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - For For Management
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 Mot
2. The Redomestication Proposal - For For Management
Proposal to 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 unde
3A. Authorized Shares - Proposal to For For Management
authorize 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
3B. Exclusive Forum Provision - Proposal For For Management
to authorize adopting Delaware as the
exclusive forum for certain
stockholder litigation.
3C. Adoption of Supermajority Vote For For Management
Requirement 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, amen
3D. Removal of Directors - Proposal to For For Management
approve 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
3E. Action by Written Consent of For For Management
Stockholders - 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 For For Management
Adoption 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, a
4. The Binding Charter Proposal - For For Management
Proposal to 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
5. The Director Election Proposal - For For Management
Proposal 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 Co
6. The NYSE Proposal - Proposal to For For Management
approve by 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 B
7. The Incentive Plan Proposal - Proposal For For Management
to 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 approva
8. The Employee Stock Purchase Plan For For Management
Proposal - 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 c
9. The Adjournment Proposal - Proposal to For For Management
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
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NEOPHOTONICS CORPORATION
Ticker: NPTN Security ID: 64051T100
Meeting Date: FEB 01, 2022 Meeting Type: Special
Record Date: DEC 22, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated November 3, 2021 (such
agreement, as it may be amended,
modified or supplemented from time to
time, the "Merger Agreement") by and
among NeoPhotonics Corporation
("NeoPhotonics"), Lumentum Holdings
Inc. and
2. To approve, on an advisory For For Management
(non-binding) basis, the compensation
that may be paid or become payable to
NeoPhotonics' named executive officers
that is based on or otherwise relates
to the Merger Agreement and the
transactions contemplated by the
Merger Agr
3. To adjourn the Special Meeting to a For For Management
later date or dates, if necessary or
appropriate, including to solicit
additional proxies to approve the
proposal to adopt the Merger Agreement
if there are insufficient votes to
adopt the Merger Agreement at the time
o
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NEOPHOTONICS CORPORATION
Ticker: NPTN Security ID: 64051T100
Meeting Date: JUN 02, 2022 Meeting Type: Annual
Record Date: APR 12, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-Kimberly Y. Chainey For For Management
1..2 DIRECTOR-Rajiv Ramaswami PhD For For Management
1..3 DIRECTOR-Ihab Tarazi For For Management
2. Ratification of the selection by our For For Management
Audit Committee of BDO USA, LLP as our
independent registered public
accounting firm for the fiscal year
ending December 31, 2022.
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NEXTGEN ACQUISITION CORP. II
Ticker: NGCA Security ID: G65317102
Meeting Date: DEC 28, 2021 Meeting Type: Special
Record Date: NOV 19, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The BCA Proposal - to approve by For For Management
ordinary resolution and adopt the
Agreement and Plan of Merger, dated as
of August 22, 2021, by and among
NextGen, Merger Sub and Vieco USA, a
copy of which is attached to the
accompanying proxy
statement/prospectus statem
2. The Domestication Proposal - to For For Management
approve by special resolution, the
change of NextGen's jurisdiction of
incorporation by deregistering as an
exempted company in the Cayman Islands
and continuing and domesticating as a
corporation incorporated under the law
3. Organizational Documents Proposal A - For For Management
to authorize the change in the
authorized share capital of NextGen
from 500,000,000 Class A ordinary
shares, par value $0.0001 per share
(the "NextGen Class A ordinary
shares"), 50,000,000 Class B ordinary
shares, par
4. Organizational Documents Proposal B - For For Management
to authorize the board of directors of
Virgin Orbit (the "Virgin Orbit
Board") to issue any or all shares of
Virgin Orbit preferred stock in one or
more series, with such terms and
conditions as may be expressly deter
5. Organizational Documents Proposal C - For For Management
to provide that the Virgin Orbit Board
be divided into three classes, with
each class made up of, as nearly as
may be possible, of one-third of the
total number of directors constituting
the entire Virgin Orbit Board,
6. Organizational Documents Proposal D - For For Management
to provide that certain provisions of
the Proposed Organizational Documents
will be subject to the Stockholders
Agreement, including provisions
governing amendments to the Proposed
Organizational Documents, actions by
7. Organizational Documents Proposal E - For For Management
to authorize all other changes in
connection with the replacement of
Cayman Constitutional Documents with
the Proposed Certificate of
Incorporation and Proposed Bylaws in
connection with the consummation of
the Busine
8. The Director Election Proposal - to For For Management
approve by ordinary resolution, to
elect seven directors who, upon
consummation of the Business
Combination, will be the directors of
Virgin Orbit (the "Director Election
Proposal").
9. The Stock Issuance Proposal - to For For Management
approve by ordinary resolution for
purposes of complying with the
applicable provisions of The Nasdaq
Stock Market Listing Rule 5635, the
issuance of Virgin Orbit common stock
to (a) the PIPE Investors, including
the Spons
10. The Incentive Award Plan Proposal - to For For Management
approve by ordinary resolution, the
Virgin Orbit Holdings, Inc. 2021
Incentive Award Plan (the "Incentive
Award Plan Proposal").
11. The ESPP Proposal - to approve by For For Management
ordinary resolution, the Virgin Orbit
Holdings, Inc. 2021 Employee Stock
Purchase Plan (the "ESPP Proposal").
12. The Adjournment Proposal - to approve For For Management
the adjournment of the 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 the approval of one or
--------------------------------------------------------------------------------
NEXTGEN ACQUISITION CORPORATION
Ticker: NGAC Security ID: G65305107
Meeting Date: AUG 18, 2021 Meeting Type: Special
Record Date: JUL 02, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The BCA Proposal - to consider and For For Management
vote upon a proposal to approve by
ordinary resolution and adopt the
Agreement and Plan of Merger, dated as
of February 21, 2021, as amended on
May 14, 2021 (the "Merger Agreement"),
by and among NextGen Acquisition Corp
2. The Domestication Proposal - to For For Management
consider and vote upon a proposal to
approve by special resolution, the
change of NextGen's jurisdiction of
incorporation by deregistering as an
exempted company in the Cayman Islands
and continuing and domesticating as a c
2A. Organizational Documents Proposals - For For Management
to consider and vote upon the
following four separate proposals
(collectively, the "Organizational
Documents Proposals") to approve by
special resolution, the following
material differences between NextGen's
Amended an
3. Organizational Documents Proposal A - For For Management
to authorize the change in the
authorized share capital of NextGen
from 500,000,000 Class A ordinary
shares, par value $0.0001 per share
(the "NextGen Class A ordinary
shares"), 50,000,000 Class B ordinary
shares, par
4. Organizational Documents Proposal B - For For Management
to authorize the board of directors of
New Xos (the "New Xos Board") to issue
any or all shares of New Xos preferred
stock in one or more series, with such
terms and conditions as may be
expressly determined by the Ne
5. Organizational Documents Proposal C - For For Management
to provide that the New Xos Board be
divided into three classes, with each
class made up of, as nearly as may be
possible, of one- third of the total
number of directors constituting the
entire New Xos Board, with onl
6. Organizational Documents Proposal D - For For Management
to authorize all other changes in
connection with the replacement of
Cayman Constitutional Documents with
the Proposed Certificate of
Incorporation and Proposed Bylaws in
connection with the consummation of
the Busine
7. The Director Election Proposal - to For For Management
consider and vote upon a proposal to
approve by ordinary resolution,
assuming the BCA Proposal, the
Domestication Proposal and the
Organizational Documents Proposals are
approved, to elect six directors who,
upon consum
8. The Stock Issuance Proposal - to For For Management
consider and vote upon a proposal to
approve by ordinary resolution for
purposes of complying with the
applicable provisions of The Nasdaq
Stock Market Listing Rule 5635, the
issuance of New Xos common stock to
(a) the PIP
9. The Equity Incentive Plan Proposal - For For Management
to consider and vote upon a proposal
to approve by ordinary resolution, the
Xos, Inc. 2021 Equity Incentive Plan
(the "Equity Incentive Plan Proposal").
10. The ESPP Proposal - to consider and For For Management
vote upon a proposal to approve by
ordinary resolution, the Xos, Inc.
2021 Employee Stock Purchase Plan (the
"ESPP Proposal").
11. The Adjournment Proposal - to consider For For Management
and vote upon a proposal to approve
the adjournment of the 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 insuffic
--------------------------------------------------------------------------------
NORTH ATLANTIC ACQUISITION CORP.
Ticker: NAAC Security ID: G66139109
Meeting Date: JUN 01, 2022 Meeting Type: Special
Record Date: APR 13, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Two separate proposals to approve the For For Management
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 Hold
2. To approve by special resolution the For For Management
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
Organizatio
3. To approve, on a non-binding advisory For For Management
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 sh
4. To approve by ordinary resolution, for For For Management
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
5. To approve by ordinary resolution and For For Management
adopt 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 For For Management
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/prospectu
--------------------------------------------------------------------------------
NORTHERN GENESIS ACQUISITION CORP. II
Ticker: NGABU Security ID: 66516U200
Meeting Date: NOV 09, 2021 Meeting Type: Special
Record Date: OCT 06, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - to For For Management
consider and vote upon a proposal to
approve and adopt the Agreement and
Plan of Merger, dated as of June 22,
2021 (the "Merger Agreement"), by and
among NGA, NGAB Merger Sub Inc.
("Merger Sub"), a Delaware corporati
2A. To authorize the change in the For For Management
authorized capital stock of NGA from
100,000,000 shares of common stock and
1,000,000 shares of preferred stock to
4,000,000,000 shares of Embark
Technology Class A common stock,
100,000,000 shares of Embark
Technology Class
2B. To authorize the dual class capital For For Management
structure and provide that holders of
shares of Embark Technology Class A
Common Stock will be entitled to one
vote per share on all matters to be
voted upon by the holders thereof, and
holders of Embark Technology Clas
2C. To provide that Embark Technology's For For Management
board of directors be divided into
three classes with only one class of
directors being elected in each year
and each class serving a three-year
term.
2D. To provide that after the Trigger Date For For Management
and until the Sunset Date, directors
of Embark Technology may be removed,
with or without cause, only upon the
affirmative vote of a holders of at
least a majority of the voting power
of all of the Embark Technology
2E. To provide that (i) following the For For Management
Trigger Date and until the Sunset
Date, all vacancies on the board of
directors, however created, may only
be filled by the affirmative vote of
holders of at least a majority of the
voting power of the outstanding Embark
2F. To provide that the amendment of For For Management
certain provisions of the Embark
Technology Charter will require (i)
prior to the Trigger Date, the
affirmative vote of holders of at
least a majority of the total voting
power of all outstanding shares of
Embark Technolog
2G. To provide that any amendment to the For For Management
Embark Technology Bylaws will require
(i) after the Trigger Date but prior
to the Sunset Date, the affirmative
vote of holders of at least a majority
of the total voting power of the
outstanding Embark Technology Commo
2H. To authorize all other changes in For For Management
connection with the replacement of the
NGA Existing Charter with the Embark
Technology Charter in connection with
the consummation of the Business
Combination.
3..1 DIRECTOR-Alex Rodrigues For For Management
3..2 DIRECTOR-Brandon Moak For For Management
3..3 DIRECTOR-Elaine Chao For For Management
3..4 DIRECTOR-Patricia Chiodo For For Management
3..5 DIRECTOR-Pat Grady For For Management
3..6 DIRECTOR-Ian Robertson For For Management
4. The Stock Issuance Proposal - to For For Management
consider and vote upon a proposal to
approve for purposes of complying with
the applicable provisions of NYSE
Listed Company Manual Rule 312.03, the
issuance of (a) Embark Technology
Class A Common Stock to the PIPE Invest
5. The Incentive Award Plan Proposal - to For For Management
consider and vote upon a proposal to
approve and adopt the Embark
Technology 2021 Plan, a copy of which
is attached to the proxy
statement/prospectus as Annex E.
6. The ESPP Proposal - to consider and For For Management
vote upon a proposal to approve and
adopt the Embark Technology 2021
Employee Stock Purchase Plan, a copy
of which is attached to the proxy
statement/prospectus as Annex F.
7. The Adjournment Proposal - to consider For For Management
and 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 in
the event that there are insufficient
votes for
--------------------------------------------------------------------------------
NOVUS CAPITAL CORPORATION II
Ticker: NXUU Security ID: 67012W203
Meeting Date: FEB 10, 2022 Meeting Type: Special
Record Date: JAN 04, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve and adopt the Business For For Management
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 (
2A. To approve the following amendment to For For Management
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 For For Management
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 For For Management
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) 520,000,00
2D. To approve the following amendment to For For Management
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 affi
2E. To approve the following amendment to For For Management
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 For For Management
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 incorporatio
2G. To approve the following amendment to For For Management
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
rele
3. To adopt the Energy Vault Holdings, For For Management
Inc. 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
servi
4. To (i) approve the issuance of For For Management
Combined 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 und
5. To adjourn the special meeting to a For For Management
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
--------------------------------------------------------------------------------
NUANCE COMMUNICATIONS, INC.
Ticker: NUAN Security ID: 67020Y100
Meeting Date: MAR 01, 2022 Meeting Type: Annual
Record Date: JAN 03, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-Mark Benjamin For For Management
1..2 DIRECTOR-Daniel Brennan For For Management
1..3 DIRECTOR-Lloyd Carney For For Management
1..4 DIRECTOR-Thomas Ebling For For Management
1..5 DIRECTOR-Robert Finocchio For For Management
1..6 DIRECTOR-Laura Kaiser For For Management
1..7 DIRECTOR-Michal Katz For For Management
1..8 DIRECTOR-Mark Laret For For Management
1..9 DIRECTOR-Sanjay Vaswani For For Management
2. To approve a non-binding advisory For For Management
resolution regarding Executive
Compensation.
3. To ratify the appointment of BDO USA, For For Management
LLP as the Company's independent
registered public accounting firm for
the fiscal year ending September 30,
2022.
--------------------------------------------------------------------------------
OASIS PETROLEUM INC.
Ticker: OAS Security ID: 674215207
Meeting Date: JUN 28, 2022 Meeting Type: Special
Record Date: MAY 18, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve the issuance of shares of For For Management
common stock of Oasis Petroleum Inc.
("Oasis"), par value $0.01 per share
("Oasis common stock"), to
stockholders of Whiting Petroleum
Corporation ("Whiting"), in connection
with the transactions pursuant to the
terms
2. To approve the amendment of the For For Management
Amended and Restated Certificate of
Incorporation of Oasis to increase the
number of authorized shares of Oasis
common stock from 60,000,000 shares to
120,000,000 shares, in connection with
the transactions pursuant to the
--------------------------------------------------------------------------------
OSCAR HEALTH, INC.
Ticker: OSCR Security ID: 687793109
Meeting Date: JUN 09, 2022 Meeting Type: Annual
Record Date: APR 14, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-Jeffery H. Boyd For For Management
1..2 DIRECTOR-Joel Cutler For For Management
1..3 DIRECTOR-Joshua Kushner For For Management
1..4 DIRECTOR-Charles E. Phillips, Jr For For Management
1..5 DIRECTOR-David Plouffe For For Management
1..6 DIRECTOR-Elbert O. Robinson, Jr. For For Management
1..7 DIRECTOR-Siddhartha Sankaran For For Management
1..8 DIRECTOR-Mario Schlosser For For Management
1..9 DIRECTOR-Vanessa A. Wittman For For Management
2. Ratification of the appointment of For For Management
PricewaterhouseCoopers LLP as the
Company's independent registered
public accounting firm for the fiscal
year ending December 31, 2022.
3. Approval, on an advisory (non-binding) 1 Year 1 Year Management
basis, of the frequency of future
advisory votes on the compensation of
our named executive officers.
--------------------------------------------------------------------------------
OSPREY TECHNOLOGY ACQUISITION CORP.
Ticker: SFTW Security ID: 68839R104
Meeting Date: SEP 08, 2021 Meeting Type: Special
Record Date: JUL 16, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1) The Business Combination Proposal - To For For Management
consider and vote upon a proposal to
approve the Agreement and Plan of
Merger, dated as of February 17, 2021
(as it may be amended and/or restated
from time to time, the "merger
agreement"), by and among Osprey, Ospr
2) The Amendment Proposal - To approve For For Management
the material differences between the
proposed amended and restated
certificate of incorporation: to
increase the number of authorized
shares of Class A common stock of
Osprey and eliminate the Class B
common stock class
3) The Amendment Proposal - To approve For For Management
the material differences between the
proposed amended and restated
certificate of incorporation: to
increase the number of authorized
shares of preferred stock of Osprey
("Proposal No. 3").
4) The Amendment Proposal - To approve For For Management
the material differences between the
proposed amended and restated
certificate of incorporation: to
require the affirmative vote of a
majority of the entire board of
directors and holders of at least 66
2/3% of the voti
5) The Amendment Proposal - To approve For For Management
the material differences between the
proposed amended and restated
certificate of incorporation: to
provide that the number of authorized
shares of any series of preferred
stock authorized under the proposed
charter may
6) The Amendment Proposal - To approve For For Management
the material differences between the
proposed amended and restated
certificate of incorporation: to
provide for the classification of the
board of directors into three classes
of directors and for the removal of
directo
7) The Amendment Proposal - To approve For For Management
the material differences between the
proposed amended and restated
certificate of incorporation:
conditioned upon the approval of
Proposals No. 2 through 6, a proposal
to approve the proposed charter, which
includes the
8).1 DIRECTOR-Brian O'Toole For For Management
8).2 DIRECTOR-Will Porteous For For Management
8).3 DIRECTOR-David DiDomenico For For Management
8).4 DIRECTOR-Magid Abraham For For Management
8).5 DIRECTOR-Timothy Harvey For For Management
8).6 DIRECTOR-Jim Tolonen For For Management
9) The NYSE Proposal - To consider and For For Management
vote upon a proposal, for purposes of
complying with the applicable NYSE
listing requirements (including
Section 312.03 of the NYSE's Listed
Company Manual), to approve the
issuance of shares of Osprey
10) The Omnibus Incentive Plan Proposal - For For Management
To consider and vote upon a proposal
to approve and adopt the 2021 Equity
Incentive Plan (the "Omnibus Incentive
Plan"), including the authorization of
the initial share reserve under the
Omnibus Incentive Plan ("Prop
11) The ESPP Proposal - To consider and For For Management
vote upon a proposal to approve and
adopt the Employee Stock Purchase Plan
(the "ESPP"), including authorization
of the initial share reserve under the
ESPP ("Proposal No. 11").
12) The Adjournment Proposal - To consider For For Management
and 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 if,
based upon the tabulated vote at the
time of the special meeting,
--------------------------------------------------------------------------------
PAE INCORPORATED
Ticker: PAE Security ID: 69290Y109
Meeting Date: FEB 10, 2022 Meeting Type: Special
Record Date: JAN 07, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve and adopt the Agreement and For For Management
Plan of Merger, (as may be amended or
modified from time to time, "merger
agreement"), among Amentum Government
Services Holdings LLC, a Delaware LLC
(which we refer to as "Parent"),
Pinnacle Virginia Merger Sub Inc.
2. To approve specified compensation that For For Management
will or may become payable to PAE's
named executive officers in connection
with the merger.
3. To adjourn the special meeting, if For For Management
necessary, to solicit additional
proxies if there are not sufficient
votes at the time of the special
meeting to approve and adopt the
merger agreement.
--------------------------------------------------------------------------------
PATHFINDER ACQUISITION CORP.
Ticker: PFDR Security ID: G04119106
Meeting Date: DEC 07, 2021 Meeting Type: Special
Record Date: NOV 03, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - For For Management
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, o
2. The Domestication Proposal - RESOLVED, For For Management
as a 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 o
3. The Charter Amendment Proposal - For For Management
RESOLVED, 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 cer
4. Advisory Governing Documents Proposal For For Management
A - 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
5. Advisory Governing Documents Proposal For For Management
B - 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 m
6. Advisory Governing Documents Proposal For For Management
C - 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 For For Management
D - 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 b
8. Advisory Governing Documents Proposal For For Management
E - 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 Pathf
9. Advisory Governing Documents Proposal For For Management
F - 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 For For Management
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 For For Management
Equity 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 For For Management
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, For For Management
as an 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 e
--------------------------------------------------------------------------------
PEOPLE'S UNITED FINANCIAL, INC.
Ticker: PBCT Security ID: 712704105
Meeting Date: DEC 16, 2021 Meeting Type: Annual
Record Date: NOV 16, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Director: John P. Barnes For For Management
1B. Election of Director: Collin P. Baron For For Management
1C. Election of Director: George P. Carter For For Management
1D. Election of Director: Jane Chwick For For Management
1E. Election of Director: William F. For For Management
Cruger, Jr.
1F. Election of Director: John K. Dwight For For Management
1G. Election of Director: Jerry Franklin For For Management
1H. Election of Director: Janet M. Hansen For For Management
1I. Election of Director: Nancy McAllister For For Management
1J. Election of Director: Mark W. Richards For For Management
1K. Election of Director: Kirk W. Walters For For Management
2. Approve the advisory (non-binding) For For Management
resolution relating to the
compensation of the named executive
officers as disclosed in the proxy
statement.
3. Ratify KPMG LLP as our independent For For Management
registered public accounting firm for
2021.
--------------------------------------------------------------------------------
PLANTRONICS, INC.
Ticker: POLY Security ID: 727493108
Meeting Date: JUN 23, 2022 Meeting Type: Special
Record Date: APR 28, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated as of March 25, 2022, as
it may be amended from time to time
(the "Merger Agreement"), among HP Inc.
, Prism Subsidiary Corp. ("Merger
Sub") and Plantronics, Inc.
2. To approve, on a non-binding, advisory For For Management
basis, the compensation that will or
may become payable by Poly to Poly's
named executive officers in connection
with the merger of Merger Sub with and
into Poly.
3. To approve any proposal to adjourn the For For Management
Special Meeting, from time to time, to
a later date or dates, if necessary or
appropriate as determined in good
faith by Poly's Board of Directors, to
solicit additional proxies if there
are insufficient votes to ado
--------------------------------------------------------------------------------
PNM RESOURCES, INC.
Ticker: PNM Security ID: 69349H107
Meeting Date: MAY 10, 2022 Meeting Type: Annual
Record Date: MAR 21, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Director: Vicky A. Bailey For For Management
1B. Election of Director: Norman P. Becker For For Management
1C. Election of Director: Patricia K. For For Management
Collawn
1D. Election of Director: E. Renae Conley For For Management
1E. Election of Director: Alan J. Fohrer For For Management
1F. Election of Director: Sidney M. For For Management
Gutierrez
1G. Election of Director: James A. Hughes For For Management
1H. Election of Director: Maureen T. For For Management
Mullarkey
1I. Election of Director: Donald K. Schwanz For For Management
2. Ratify the appointment of KPMG LLP as For For Management
our independent registered public
accounting firm for 2022.
3. Approve, on an advisory basis, the For For Management
compensation of our named executive
officers as disclosed in the 2022
proxy statement.
--------------------------------------------------------------------------------
POEMA GLOBAL HOLDINGS CORP
Ticker: PPGH Security ID: G7154B107
Meeting Date: MAR 31, 2022 Meeting Type: Special
Record Date: FEB 22, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Combination Proposal - to consider and For For Management
vote upon a proposal to approve and
authorize the Agreement and Plan of
Merger ("Merger Agreement"), by and
among Poema Global, Gogoro Inc., a
Cayman Islands exempted holding
company ("Gogoro"), Starship Merger
Sub I
2. The Merger Proposal - To consider and For For Management
vote upon, as a special resolution, a
proposal to approve and authorize the
plan of merger for the First Merger.
3. The Adjournment Proposal - to consider For For Management
and vote upon, as an ordinary
resolution, a proposal to adjourn the
extraordinary general meeting to a
later date or dates, to, among other
things, permit further solicitation
and vote of proxies in the event that
th
--------------------------------------------------------------------------------
PROOFPOINT, INC.
Ticker: PFPT Security ID: 743424103
Meeting Date: JUL 23, 2021 Meeting Type: Special
Record Date: JUN 03, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated as of April 25, 2021
(the "Merger Agreement"), by and among
Proofpoint, Inc. ("Proofpoint"),
Proofpoint Parent, LLC (f/k/a Project
Kafka Parent, LLC) and Project Kafka
Merger Sub, Inc., a wholly owned subsi
2. To approve, on an advisory For For Management
(non-binding) basis, the compensation
that may be paid or become payable to
Proofpoint's named executive officers
that is based on or otherwise related
to the Merger Agreement and the
transactions contemplated by the
Merger Agre
3. To adjourn the special meeting, if For For Management
necessary or appropriate, to solicit
additional proxies if there are
insufficient votes to adopt the Merger
Agreement at the time of the special
meeting.
--------------------------------------------------------------------------------
QELL ACQUISITION CORP
Ticker: QELL Security ID: G7307X105
Meeting Date: SEP 10, 2021 Meeting Type: Special
Record Date: JUL 16, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - to For For Management
resolve, as an ordinary resolution
(the "Business Combination Proposal"
or "Proposal No. 1") that the Business
Combination Agreement, dated as of
March 30, 2021 (as it may be amended
from time to time, the "Business
2. The Merger Proposal - to resolve as a For For Management
special resolution (the "Merger
Proposal" or "Proposal No. 2") that
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 Annex B,
3. The Incentive Plan Proposal - to For For Management
resolve as an ordinary resolution (the
"Incentive Plan Proposal" or "Proposal
No. 3") to approve, assuming the
Business Combination Proposal and
Merger Proposal are approved and
adopted, the Holdco 2021 Equity
Incentive Pl
4. The Employee Share Purchase Proposal - For For Management
to resolve as an ordinary resolution
(the "ESPP Proposal" or "Proposal No.
4") to approve, assuming the Business
Combination Proposal and Merger
Proposal are approved and adopted, the
Holdco 2021 Employee Share Purch
5. The Adjournment Proposal - to resolve For For Management
as ordinary resolution, to adjourn
General Meeting to a later dates (A)
in order to solicit additional proxies
from Qell shareholders in favor of the
Business Combination Proposal or
Merger Proposal, (B) the time for
--------------------------------------------------------------------------------
QTS REALTY TRUST, INC.
Ticker: QTS Security ID: 74736A103
Meeting Date: AUG 26, 2021 Meeting Type: Special
Record Date: JUL 15, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve the merger of QTS Realty For For Management
Trust, Inc. with and into Volt Lower
Holdings LLC (the "Merger") pursuant
to the terms of the Agreement and Plan
of Merger, dated as of June 7, 2021,
as it may be amended from time to
time, among QTS Realty Trust, Inc.,
2. To approve, on a non-binding, advisory For For Management
basis, the compensation that may be
paid or become payable to our named
executive officers that is based on or
otherwise relates to the Merger as
more particularly described in the
Proxy Statement.
3. To approve any adjournment of the For For Management
Special Meeting for the purpose of
soliciting additional proxies if there
are not sufficient votes at the
Special Meeting to approve the Merger
and the other transactions
contemplated by the Merger Agreement
as more parti
--------------------------------------------------------------------------------
QUEENS GAMBIT GROWTH CAPITAL
Ticker: GMBT Security ID: G7315C101
Meeting Date: MAR 30, 2022 Meeting Type: Special
Record Date: MAR 09, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The SPAC Merger Proposal - To consider For For Management
and vote upon a proposal to approve by
special resolution the merger of SPAC
with and into Pivotal Merger Sub
Company I, a Cayman Islands exempted
company with limited liability and
wholly owned subsidiary of Holding
2. The Company Merger Proposal - To For For Management
consider and vote upon a proposal to
approve by ordinary resolution the
merger of BVI Merger Sub with and into
Swvl, with Swvl surviving the merger
as a wholly owned subsidiary of
Holdings (the "Company Merger"), on
the Cl
3a. The Authorized Shares Proposal - To For For Management
consider and vote upon a proposal to
approve by ordinary resolution and
adopt a provision of the Holdings
Public Company Articles to change the
authorized share capital from the
existing (a) 500,000,000 Class A
ordinary
3b. The Voting Power Proposal - To For For Management
consider and vote upon a proposal to
approve by ordinary resolution and
adopt a provision of the Holdings
Public Company Articles that will
provide for one vote for each Holdings
Common Share A held on all matters to
be vote
3c. The Ability to Bring Matters for For For Management
Discussion before a General Meeting
Proposal - To consider and vote upon a
proposal to approve by ordinary
resolution and adopt a provision of
the Holdings Public Company Articles
that will provide that a notice of a
gener
3d. The Number of Directors Proposal - To For For Management
consider and vote upon a proposal to
approve by ordinary resolution and
adopt a provision of the Holdings
Public Company Articles that will
limit the number of directors to nine,
provided however that Holdings may, by
3e. The Election and Removal of Directors For For Management
Proposal - To consider and vote upon a
proposal to approve by ordinary
resolution and adopt a provision of
the Holdings Public Company Articles
pursuant to which any person properly
nominated for election as a directo
3f. The Action by Written Consent of For For Management
Shareholders Proposal - To consider
and vote upon a proposal to approve by
ordinary resolution and adopt a
provision of the Holdings Public
Company Articles that will prohibit
Holdings shareholders from taking any
action b
3g. The Amendments to Governing Documents For For Management
Proposal - To consider and vote upon a
proposal to approve by ordinary
resolution and adopt a provision of
the Holdings Public Company Articles
that will require a resolution passed
by a majority of not less
4. The Adjournment Proposal - To consider For For Management
and vote upon a proposal, if put, to
approve by ordinary resolution the
adjournment of the extraordinary
general meeting of SPAC's shareholders
to a later date or dates, if necessary
or appropriate, to permit further
--------------------------------------------------------------------------------
R. R. DONNELLEY & SONS COMPANY
Ticker: RRD Security ID: 257867200
Meeting Date: FEB 23, 2022 Meeting Type: Special
Record Date: JAN 18, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated as of December 14, 2021
(as it may be amended from time to
time, the "Merger Agreement"), by and
among Chatham Delta Parent, Inc.
("Parent"), Chatham Delta Acquisition
Sub, Inc., a direct, wholly owned subs
2. To approve, on a non-binding, advisory For For Management
basis, the compensation that will or
may become payable by RRD to its named
executive officers in connection with
the merger of Acquisition Sub with and
into RRD pursuant to the Merger
Agreement.
--------------------------------------------------------------------------------
REDBALL ACQUISITION CORP.
Ticker: RBAC Security ID: G7417R105
Meeting Date: JUN 01, 2022 Meeting Type: Special
Record Date: APR 22, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. BCA Proposal - To consider and vote For For Management
upon a proposal to approve and adopt,
by ordinary resolution, the Business
Combination Agreement and Plan of
Reorganization, dated as of October
13, 2021 (as amended from time to
time, including by the First Amendment
t
2. Domestication Proposal - To consider For For Management
and vote upon a proposal to approve,
by special resolution, the
deregistration by way of continuation
of RedBall as an exempted company in
the Cayman Islands and the
domestication of RedBall as a
corporation in the Sta
3. Charter Proposal - To consider and For For Management
vote upon a proposal to approve, by
special resolution, the replacement of
the RedBall's Amended and Restated
Memorandum and Articles of Association
(as may be amended from time to time,
the "Cayman Constitutional Docume
4. Advisory Organizational Documents For For Management
Proposal A - To consider and vote upon
a proposal to approve the change in
the authorized capital stock of
RedBall from 400,000,000 Class A
ordinary shares, par value $0.0001 per
share, 40,222,222 Class B ordinary
shares,
5. Advisory Organizational Documents For For Management
Proposal B - To consider and vote upon
a proposal to authorize the board of
directors of New SeatGeek (the "New
SeatGeek Board") to issue any or all
shares of New SeatGeek preferred stock
in one or more classes or series,
6. Advisory Organizational Documents For For Management
Proposal C - To consider and vote upon
a proposal to approve each of the
following: (i) that the Court of
Chancery of the State of Delaware (or
any other court located in the State
of Delaware if such court is not
availab
7. Director Election Proposal A - To For For Management
consider and vote upon a proposal to
appoint, by ordinary resolution of the
RedBall Class B ordinary shares, the
two Class I directors, Richard H.
Thaler and Lewis N. Wolff, who will
serve as the Class I directors of RedB
8. Director Election Proposal B - To For For Management
consider and vote upon a proposal to
elect, by ordinary resolution of the
RedBall Class B ordinary shares,
directors who, immediately following
the consummation of the Business
Combination, will be the directors of
New Se
9. Stock Issuance Proposal - To consider For For Management
and vote upon a proposal to approve,
by ordinary resolution, for purposes
of complying with Section 312.03 of
the NYSE Listed Company Manual, (i)
the issuance of up to 6,500,000 shares
of New SeatGeek common stock in
10. Equity Incentive Plan Proposal - To For For Management
consider and vote upon a proposal to
approve, by ordinary resolution, the
New SeatGeek 2022 Equity Incentive
Plan (as defined in the accompanying
proxy statement/prospectus).
11. ESPP Proposal - To consider and vote For For Management
upon a proposal to approve by ordinary
resolution the New SeatGeek 2022
Employee Stock Purchase Plan (as
defined in the accompanying proxy
statement/prospectus).
12. Adjournment Proposal - To consider and For For Management
vote upon a proposal to approve, by
ordinary resolution, the adjournment
of the extraordinary general meeting
in lieu of annual general meeting to a
later date or dates, if necessary, to
permit further solicitation a
--------------------------------------------------------------------------------
REINVENT TECHNOLOGY PARTNERS Y
Ticker: RTPY Security ID: G7484L106
Meeting Date: NOV 02, 2021 Meeting Type: Special
Record Date: SEP 30, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The BCA Proposal - to consider and For For Management
vote upon a proposal to approve by
ordinary resolution and adopt the
Agreement and Plan of Merger, dated as
of July 14, 2021 (the "Merger
Agreement"), by and among RTPY, RTPY
Merger Sub Inc. ("Merger Sub") and
Aurora Inn
2. The Domestication Proposal - to For For Management
consider and vote upon a proposal to
approve by special resolution the
change of RTPY's jurisdiction of
incorporation by deregistering as an
exempted company in the Cayman Islands
and continuing and domesticating as a
corpo
3. Organizational Documents Proposal A - For For Management
to authorize the change in the
authorized share capital of RTPY from
500,000,000 Class A ordinary shares,
par value $0.0001 per share,
50,000,000 Class B ordinary shares,
par value $0.0001 per share (the
"Class B ordi
4. Organizational Documents Proposal B - For For Management
to authorize the Aurora Innovation
Board to issue any or all shares of
Aurora Innovation preferred stock in
one or more classes or series, with
such terms and conditions as may be
expressly determined by the Aurora In
5. Organizational Documents Proposal C - For For Management
to provide that the Aurora Innovation
Board be divided into three classes
with only one class of directors being
elected in each year and each class
serving a three-year term
("Organizational Documents Proposal
C").
6. Organizational Documents Proposal D - For For Management
to authorize the adoption of Delaware
as the exclusive forum for certain
stockholder litigation.
7. Organizational Documents Proposal E - For For Management
to authorize a dual class common stock
structure pursuant to which holders of
Aurora Innovation Class A common stock
will be entitled to cast one vote per
share of Aurora Innovation Class A
common stock and holders of
8. Organizational Documents Proposal F - For For Management
to authorize all other changes in
connection with the amendment and
replacement of Cayman Constitutional
Documents with the Proposed
Certificate of Incorporation and
Proposed Bylaws in connection with the
consummation
9. The Director Election Proposal - with For For Management
respect to the holders of RTPY Class B
ordinary shares only, to consider and
vote upon a proposal to approve by
ordinary resolution the election of
directors who, upon consummation of
the Business Combination, will be
10. The Stock Issuance Proposal - to For For Management
consider and vote upon a proposal to
approve by ordinary resolution for
purposes of complying with the
applicable provisions of Nasdaq
Listing Rule 5635, (i) the issuance of
Aurora Innovation Class A common stock
to (a) th
11. The Incentive Award Plan Proposal - to For For Management
consider and vote upon a proposal to
approve by ordinary resolution, the
Aurora Innovation, Inc. 2021 Equity
Incentive Plan, a copy of which is
attached to the accompanying proxy
statement/prospectus as Annex E (the
12. The Adjournment Proposal - to consider For For Management
and vote upon a proposal to approve by
ordinary resolution the adjournment of
the extraordinary general meeting to a
later date or dates, if necessary, to
permit further solicitation and vote
of proxies in the event
--------------------------------------------------------------------------------
REVOLUTION ACCELERATION ACQUISITION CORP
Ticker: RAAC Security ID: 76156P106
Meeting Date: JUL 20, 2021 Meeting Type: Special
Record Date: JUN 17, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
approve the Agreement and Plan of
Merger, dated as of February 23, 2021,
by and among Revolution Acceleration
Acquisition Corp (the "Company"),
Pickup Merger Corp and Berkshire Grey,
Inc., and approve the transaction
2. The Nasdaq Proposal - To approve, for For For Management
purposes of complying with applicable
listing rules of The Nasdaq Stock
Market LLC, the issuance of shares of
Class A common stock of the Company in
connection with the Business
Combination.
3. The Charter Proposals - To approve the For For Management
proposed third amended and restated
certificate of incorporation of the
Company, which will replace the second
amended and restated certificate of
incorporation of the Company upon
closing of the Business Combination
4A. Perpetual Existence, Name Change and For For Management
SPAC Provisions - To make the
Company's corporate existence
perpetual as opposed to the current
Company's corporate existence, which
is required to be dissolved and
liquidated 24 months following the
closing of the Com
4B. Authorized Shares - To increase the For For Management
number of authorized shares of Company
Class A common stock from 75,000,000
to 385,000,000.
4C. Classified Board - To provide that For For Management
there shall be three classes of
directors serving staggered terms,
with the terms of Class I, Class II
and Class III directors expiring at
the annual meeting of stockholders to
be held in 2022, 2023 and 2024,
respectivel
4D. Removal of Ability to Act by Written For For Management
Consent - To provide that no action
shall be taken by stockholders except
at an annual or special meeting of the
stockholders.
4E. Voting Thresholds Charter Amendment - For For Management
To provide that certain amendments to
provisions of the third amended and
restated certificate of incorporation
will require the approval of at least
two-thirds of the Company's
then-outstanding shares of capital stoc
4F. Voting Thresholds Bylaws Amendment - For For Management
To provide that certain amendments to
the Company's bylaws will require the
approval of at least two-thirds of the
then-outstanding shares of capital
stock entitled to vote on such
amendment, provided that if the board
4G. Opt-Out of DGCL 203 - To provide that For For Management
the Company shall not be governed by
Section 203 of the General Corporation
Law of the State of Delaware.
5. The Incentive Plan Proposal - To For For Management
approve and adopt the 2021 Incentive
Equity Plan of the Company, including
the authorization of the initial share
reserve thereunder.
6.1 Election of Director until 2023 Annual For For Management
General Meeting: John K. Delaney
6.2 Election of Director until 2023 Annual For For Management
General Meeting: Stephen M. Case
6.3 Election of Director until 2023 Annual For For Management
General Meeting: Steven A. Museles
6.4 Election of Director until 2023 Annual For For Management
General Meeting: Phyllis R. Caldwell
6.5 Election of Director until 2023 Annual For For Management
General Meeting: Jason M. Fish
7A. Election of Class I Director until For For Management
2022: Fiona P. Dias
7B. Election of Class I Director until For For Management
2022: Serena Wolfe
7C. Election of Class II Director until For For Management
2023: Peter Barri
7D. Election of Class II Director until For For Management
2023: Sven Strohband
7E. Election of Class III Director until For For Management
2024: Thomas Wagner
7F. Election of Class III Director until For For Management
2024: John K. Delaney
8. The Adjournment Proposal - To adjourn For For Management
the special meeting in lieu of the
2021 annual meeting of the
stockholders of the Company (the
"Special Meeting") to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if,
based up
--------------------------------------------------------------------------------
ROGERS CORPORATION
Ticker: ROG Security ID: 775133101
Meeting Date: JAN 25, 2022 Meeting Type: Special
Record Date: DEC 15, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve the Agreement and Plan of For For Management
Merger, dated as of November 1, 2021
(as it may be amended from time to
time, the "Merger Agreement").
2. To approve, on a non-binding advisory For For Management
basis, the "golden parachute"
compensation that may be payable to
our named executive officers in
connection with the merger.
3. To approve one or more adjournments of For For Management
the special meeting, if necessary or
appropriate, to solicit additional
proxies if there are insufficient
votes at the time of the special
meeting to approve the Merger
Agreement.
--------------------------------------------------------------------------------
S&P GLOBAL INC.
Ticker: SPGI Security ID: 78409V104
Meeting Date: MAY 04, 2022 Meeting Type: Annual
Record Date: MAR 07, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Director: Marco Alvera For For Management
1B. Election of Director: Jacques Esculier For For Management
1C. Election of Director: Gay Huey Evans For For Management
1D. Election of Director: William D. Green For For Management
1E. Election of Director: Stephanie C. Hill For For Management
1F. Election of Director: Rebecca Jacoby For For Management
1G. Election of Director: Robert P. Kelly For For Management
1H. Election of Director: Ian Paul For For Management
Livingston
1I. Election of Director: Deborah D. For For Management
McWhinney
1J. Election of Director: Maria R. Morris For For Management
1K. Election of Director: Douglas L. For For Management
Peterson
1L. Election of Director: Edward B. Rust, For For Management
Jr.
1M. Election of Director: Richard E. For For Management
Thornburgh
1N. Election of Director: Gregory For For Management
Washington
2. Approve, on an advisory basis, the For For Management
executive compensation program for the
Company's named executive officers.
3. Ratify the selection of Ernst & Young For For Management
LLP as our independent auditor for
2022.
--------------------------------------------------------------------------------
SAILPOINT TECHNOLOGIES HOLDINGS, INC.
Ticker: SAIL Security ID: 78781P105
Meeting Date: JUN 30, 2022 Meeting Type: Special
Record Date: MAY 25, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To consider & vote on the proposal to For For Management
adopt the Agreement & Plan of Merger,
dated as of April 10, 2022, (the
"Merger Agreement"), by & among
Project Hotel California Holdings, LP,
a Delaware limited partnership &
Project Hotel California Merger Sub,
Inc.,
2. To consider and vote on the proposal For For Management
to approve, on an advisory
(non-binding) basis, the compensation
that may be paid or become payable to
SailPoint's named executive officers
that is based on or otherwise relates
to the Merger Agreement and the
transact
3. To consider and vote on any proposal For For Management
to adjourn the Special Meeting to a
later date or dates if necessary or
appropriate to solicit additional
proxies if there are insufficient
votes to adopt the Merger Agreement at
the time of the Special Meeting.
--------------------------------------------------------------------------------
SANDERSON FARMS, INC.
Ticker: SAFM Security ID: 800013104
Meeting Date: OCT 21, 2021 Meeting Type: Special
Record Date: SEP 08, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Proposal to approve the Agreement and For For Management
Plan of Merger (the "Merger
Agreement"), dated as of August 8,
2021, by and among Sanderson Farms,
Inc. (the "Company"), Walnut Sycamore
Holdings LLC, Sycamore Merger Sub LLC
and, solely for purposes of certain
provis
2. Proposal to approve, on an advisory For For Management
(non- binding) basis, the compensation
that may be paid or become payable to
the Company's named executive officers
that is based on or otherwise related
to the Merger Agreement and the
transactions contemplated by the
3. Proposal to adjourn the special For For Management
meeting of stockholders of the Company
(the "Special Meeting") to a later
date or dates if necessary or
appropriate to solicit additional
proxies if there are insufficient
votes to approve Proposal 1 at the
time of the Spec
--------------------------------------------------------------------------------
SCIPLAY CORPORATION
Ticker: SCPL Security ID: 809087109
Meeting Date: JUN 08, 2022 Meeting Type: Annual
Record Date: APR 11, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-Barry L. Cottle For For Management
1..2 DIRECTOR-Joshua J. Wilson For For Management
1..3 DIRECTOR-Gerald D. Cohen For For Management
1..4 DIRECTOR-Nick Earl For For Management
1..5 DIRECTOR-April Henry For For Management
1..6 DIRECTOR-Constance P. James For For Management
1..7 DIRECTOR-Michael Marchetti For For Management
1..8 DIRECTOR-Charles "CJ" Prober For For Management
1..9 DIRECTOR-William C Thompson, Jr. For For Management
2. To ratify the appointment of Deloitte For For Management
& Touche LLP as the Company's
independent registered public
accounting firm for the fiscal year
ending December 31, 2022.
--------------------------------------------------------------------------------
SHAW COMMUNICATIONS INC.
Ticker: SJR Security ID: 82028K200
Meeting Date: JAN 12, 2022 Meeting Type: Annual
Record Date: NOV 23, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1 YOU ARE CORDIALLY INVITED TO ATTEND None No Action Management
THE ANNUAL MEETING OF SHAREHOLDERS OF
SHAW COMMUNICATIONS INC. (THE
"COMPANY") TO BE HELD VIA VIRTUAL
SHAREHOLDER MEETING ON JANUARY 12,
2022 AT 2:00 PM MST. PLEASE USE THE
FOLLOWING URL TO ACCESS THE MEETING
WWW.VIRTUA
--------------------------------------------------------------------------------
SOARING EAGLE ACQUISITION CORP.
Ticker: SRNGU Security ID: G8354H100
Meeting Date: SEP 14, 2021 Meeting Type: Special
Record Date: AUG 10, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - to For For Management
consider and vote upon a proposal to
approve and adopt, by way of ordinary
resolution, the agreement and plan of
merger, dated as of May 11, 2021 (as
may be amended, restated, supplemented
or otherwise modified from
2. The Domestication Proposal - to For For Management
consider and vote upon a proposal to
approve, by way of special resolution
in accordance with Article 49 of
SRNG's amended and restated articles
of association, assuming the Business
Combination Proposal is approved and
ado
3. The Governing Documents Proposal - to For For Management
consider and vote upon a proposal to
approve and adopt, by way of special
resolution, assuming the Business
Combination Proposal and the
Domestication Proposal are approved
and adopted, the proposed certificate
of inc
4A. Advisory Governing Documents Proposal For For Management
A - Under the Proposed Charter, New
Ginkgo will be authorized to issue
16,000,000,000 shares of capital
stock, consisting of (i)
15,800,000,000 shares of common stock,
including 10,500,000,000 shares of New
Ginkgo Cla
4B. Advisory Governing Documents Proposal For For Management
B - Holders of shares of New Ginkgo
Class A common stock will be entitled
to cast one vote per share of New
Ginkgo Class A common stock on each
matter properly submitted to New
Ginkgo's stockholders entitled to vote,
4C. Advisory Governing Documents Proposal For For Management
C - The number of directors
constituting the New Ginkgo board of
directors (the "New Ginkgo Board")
shall be fixed from time to time
solely by resolution of the New Ginkgo
Board and the holders of shares of New
Ginkgo
4D. Advisory Governing Documents Proposal For For Management
D - (i) The number of authorized
shares of New Ginkgo Class A common
stock, New Ginkgo Class B common stock
and New Ginkgo Class C common stock
may be increased by the affirmative
vote of the holders of shares represe
4E. Advisory Governing Documents Proposal For For Management
E - Authorization of all other changes
in the Proposed Charter and the
Proposed Bylaws, including (1)
adopting Delaware as the exclusive
forum for certain stockholder
litigation and the federal district
courts of the
4F. Advisory Governing Documents Proposal For For Management
F - Authorization of an amendment to
the Proposed Charter in order to
change the corporate name of "Soaring
Eagle Acquisition Corp." to "Ginkgo
Bioworks Holdings, Inc." in connection
with the consummation of the Busin
5. The Director Election Proposal - For For For Management
holders of SRNG Class B ordinary
shares, to consider and vote upon a
proposal to approve, by way of
ordinary resolution, assuming the
Business Combination Proposal, the
Domestication Proposal and the
Governing Document
6. The Stock Issuance Proposal - to For For Management
consider and vote upon a proposal to
approve, by way of ordinary
resolution, assuming the Business
Combination Proposal, the
Domestication Proposal, the Governing
Documents Proposal and the Director
Election Proposal are a
7. The Incentive Plan Proposal - to For For Management
consider and vote upon a proposal to
approve by way of ordinary resolution,
assuming the Business Combination
Proposal, the Domestication Proposal,
the Governing Documents Proposal, the
Director Election Proposal and the S
8. The ESPP Proposal - to consider and For For Management
vote upon a proposal to approve by way
of ordinary resolution, assuming the
Business Combination Proposal, the
Domestication Proposal, the Governing
Documents Proposal, the Director
Election Proposal, the Stock Issuance
9. The Adjournment Proposal - to consider For For Management
and vote upon a proposal to approve by
way of ordinary resolution 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 t
--------------------------------------------------------------------------------
SPARTAN ACQUISITION CORP. III
Ticker: SPAQ Security ID: 84677R106
Meeting Date: MAR 08, 2022 Meeting Type: Special
Record Date: JAN 18, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
consider and vote upon a proposal to
(a) approve and adopt the Business
Combination Agreement, dated as of
July 28, 2021 (the "Business
Combination Agreement"), by and among
Spartan, Athena Pubco B.V., a Dutch
privat
2. The Governance Proposal - To consider For For Management
and vote upon, on a non- binding
advisory basis, a proposal to approve
certain governance provisions
contained in the Articles of
Association of Allego N.V., the
successor to Allego following the
Business Combination
3. The Adjournment Proposal - To consider For For Management
and vote upon a proposal to approve
the 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 insuffi
--------------------------------------------------------------------------------
SPORTS ENTERTAINMENT ACQUISITION CORP
Ticker: SEAH Security ID: 84918M106
Meeting Date: JAN 26, 2022 Meeting Type: Special
Record Date: DEC 30, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Business Combination Proposal - to For For Management
approve and adopt Business Combination
Agreement ("Business Combination
Agreement"), by and among SEAC, SGHC
Ltd. a non-cellular company ltd. by
shares Inc. under the laws of Island
of Guernsey ("SGHC"), Super Group (SGH
2. the Equity Incentive Plan Proposal - For For Management
to consider and vote, on an advisory
and non- binding basis, upon a
proposal to approve, assuming the
Business Combination Proposal is
approved and adopted, the 2021 Equity
Incentive Plan.
3. the Employee Stock Purchase Plan For For Management
Proposal - to consider and vote, on an
advisory and non-binding basis, upon a
proposal to approve, assuming the
Business Combination Proposal is
approved and adopted, the 2021
Employee Stock Purchase Plan.
4. the Adjournment Proposal - to approve For For Management
the 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 conn
--------------------------------------------------------------------------------
SPORTSMAN'S WAREHOUSE HOLDINGS, INC.
Ticker: SPWH Security ID: 84920Y106
Meeting Date: MAY 25, 2022 Meeting Type: Annual
Record Date: MAR 28, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Director: Martha Bejar For For Management
1B. Election of Director: Richard McBee For For Management
2. Approve an amendment and restatement For For Management
of the Company's Amended and Restated
Certificate of Incorporation to
declassify the Board of Directors and
remove obsolete provisions.
3. Ratify the appointment of Grant For For Management
Thornton LLP as the Company's
independent registered public
accounting firm for fiscal year 2022.
4. Approve, on an advisory basis, the For For Management
Company's named executive officer
compensation.
--------------------------------------------------------------------------------
SPX FLOW, INC.
Ticker: FLOW Security ID: 78469X107
Meeting Date: MAR 03, 2022 Meeting Type: Special
Record Date: JAN 31, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Merger Proposal - To approve the For For Management
Agreement and Plan of Merger, dated as
of December 12, 2021 (the "Merger
Agreement"), by and among LSF11
Redwood Acquisitions, LLC ("Buyer"),
Redwood Star Merger Sub, Inc., a
wholly owned subsidiary of Buyer
("Merger Sub")
2. Advisory Compensation Proposal - To For For Management
approve, on an advisory (non-binding)
basis, certain compensation that may
be paid or become payable to the
Company's named executive officers in
connection with the Merger (the
"Advisory Compensation Proposal").
3. Adjournment Proposal - To approve one For For Management
or more adjournments of the Special
Meeting to a later date or dates, if
necessary or appropriate, including to
solicit additional proxies if there
are insufficient votes at the time of
the Special Meeting or any adjo
--------------------------------------------------------------------------------
STAMPS.COM INC.
Ticker: STMP Security ID: 852857200
Meeting Date: SEP 30, 2021 Meeting Type: Special
Record Date: AUG 26, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve and adopt the Agreement and For For Management
Plan of Merger dated as of July 8,
2021, by and among Stamps.com, Stream
Parent, LLC and Stream Merger Sub, Inc.
, as amended from time to time.
2. To approve on an advisory For For Management
(non-binding) basis, the compensation
that may be paid or become payable to
Stamps.com's named executive officers
that is based on or otherwise relates
to the Merger Agreement and the
transactions contemplated by the
Merger Agree
3. To approve any proposal to adjourn the For For Management
Special Meeting from time to time, if
necessary or appropriate as determined
in the discretion of the Board of
Directors or the Chairman of the
Board, to solicit additional proxies
if there are insufficient votes to
--------------------------------------------------------------------------------
STARBOARD VALUE ACQUISITION CORP
Ticker: SVAC Security ID: 85521J109
Meeting Date: JUL 28, 2021 Meeting Type: Special
Record Date: JUN 28, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
consider and vote upon a proposal to
(a) approve and adopt the Agreement
and Plan of Merger, dated as of
February 21, 2021, by and among SVAC,
Mundo Merger Sub 1, Inc., Mundo Merger
Sub 2, LLC, Cyxtera Technologies,
2. The Charter Proposal - To consider and For For Management
vote upon a proposal to approve and
adopt amendments to SVAC's amended and
restated certificate of incorporation
to be effective upon the consummation
of the Business Combination, which
will include amendments to inc
3. The Nasdaq Proposal - To consider and For For Management
vote upon a proposal to approve, for
purposes of complying with applicable
listing rules of the Nasdaq Stock
Market LLC, the issuance of shares of
Class A common stock to SIS Holdings
LP, the PIPE Investors and, if ne
4. The Director Election Proposal - To For For Management
consider and vote upon a proposal to
elect the nine director nominees to
the board of directors effective as of
the closing of the Business
Combination in accordance with the
Merger Agreement.
5. The 2021 Incentive Plan Proposal - To For For Management
consider and vote upon a proposal to
approve and adopt the Cyxtera
Technologies, Inc. 2021 Omnibus
Incentive Plan, substantially in the
form attached as Annex G to this proxy
statement, and the material terms
thereund
6. The Adjournment Proposal - To consider For For Management
and vote upon a proposal to approve
the 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 insuffi
--------------------------------------------------------------------------------
SVF INVESTMENT CORP. 3
Ticker: SVFC Security ID: G8601N108
Meeting Date: JUN 03, 2022 Meeting Type: Special
Record Date: APR 25, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
consider and vote upon a proposal to
approve, by ordinary resolution under
Cayman Islands law, the Business
Combination and adopt the Agreement
and Plan of Merger, dated as of
December 12, 2021 (as it may be
amended,
2. The Domestication Proposal - To For For Management
consider 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
SVF 3's jurisdiction of incorporation
from the
3. The Organizational Documents Proposal For For Management
- To consider and vote upon a proposal
to approve and adopt, by special
resolution under Cayman Islands law,
assuming the Business Combination
Proposal and the Domestication
Proposal are approved and adopted, the
prop
4A. Governance Proposal - To increase the For For Management
authorized share capital from
221,000,000 shares divided into
200,000,000 Class A ordinary shares,
par value $0.0001 per share,
20,000,000 Class B ordinary shares,
par value $0.0001 per share, and
1,000,000 preferred
4B. Governance Proposal - To provide that For For Management
the Proposed Charter may be amended by
the affirmative vote of a majority of
the outstanding shares of voting stock
entitled to vote thereon, voting
together as a single class, except
that (a) Section 4.03(b) through
4C. Governance Proposal - To provide for For For Management
(i) the election of directors by a
majority of the votes cast in respect
of the shares present in person or
represented by proxy at the meeting
and entitled to vote on the election
of directors, (ii) the filling of new
4D. Governance Proposal - To elect not to For For Management
be governed by Section 203 of the
General Corporation Law of the State
of Delaware.
4E. Governance Proposal - To provide that For For Management
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
4F. Governance Proposal - To provide that For For Management
(i) each holder of record of Class A
common stock, Class B common stock and
Class V- 1 common stock shall be
entitled to one vote per share on all
matters which stockholders generally
are entitled to vote, and (ii) ea
4G. Governance Proposal - To provide that For For Management
(i) holders of Class A common stock
and Class B common stock, as such,
shall be entitled to the payment of
dividends and other distributions of
cash, stock or property on the Class A
common stock and Class B common st
4H. Governance Proposal - To eliminate For For Management
various provisions in Articles
applicable only to blank check
companies, including the provisions
requiring that SVF 3 have net tangible
assets of at least $5,000,001
immediately prior to, or upon such
consummation of, a
5.1 Election of Director to serve until For For Management
the 2023 Annual Meeting: Richard B.
Cohen
5.2 Election of Director to serve until For For Management
the 2023 Annual Meeting: Michael J.
Loparco
5.3 Election of Director to serve until For For Management
the 2023 Annual Meeting: Rollin Ford
5.4 Election of Director to serve until For For Management
the 2023 Annual Meeting: Charles Kane
5.5 Election of Director to serve until For For Management
the 2023 Annual Meeting: Todd Krasnow
5.6 Election of Director to serve until For For Management
the 2023 Annual Meeting: Vikas J.
Parekh
5.7 Election of Director to serve until For For Management
the 2023 Annual Meeting: Merline
Saintil
5.8 Election of Director to serve until For For Management
the 2023 Annual Meeting: Michael Rhodin
6. The Merger Issuance Proposal - To For For Management
consider and vote upon a proposal to
approve, by ordinary resolution under
Cayman Islands law, for purposes of
complying with applicable listing
rules of the Nasdaq Capital Market
("NASDAQ"), the issuance of shares of
com
7. The Subscription Agreements Proposal - For For Management
To consider and vote upon a proposal
to approve, by ordinary resolution
under Cayman Islands law, for purposes
of complying with applicable listing
rules of NASDAQ, the issuance of
shares of Class A common stock purs
8. The Incentive Compensation Plan For For Management
Proposal - To consider and vote upon a
proposal to approve and adopt, by
ordinary resolution under Cayman
Islands law, the Incentive
Compensation Plan (as defined in the
proxy statement/prospectus).
9. The ESPP Proposal - To consider and For For Management
vote upon a proposal to approve and
adopt, by ordinary resolution under
Cayman Islands law, the ESPP (as
defined in the proxy
statement/prospectus).
10. The Adjournment Proposal - To consider For For Management
and vote upon a proposal to approve,
by ordinary resolution under Cayman
Islands law, the adjournment of the
Extraordinary General Meeting to a
later date or dates, if necessary, to
permit further solicitation and vo
--------------------------------------------------------------------------------
TAILWIND ACQUISITION CORP.
Ticker: TWND Security ID: 87403Q102
Meeting Date: AUG 17, 2021 Meeting Type: Special
Record Date: JUN 02, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
consider and vote upon a proposal to
approve the Business Combination
Agreement, dated as of March 1, 2021,
by and among Tailwind Acquisition Corp.
, a Delaware corporation ("Tailwind"),
Compass Merger Sub, Inc., a De
2. The Charter Proposal - To consider and For For Management
vote upon a proposal to approve New
QOMPLX's (as defined in the proxy
statement/ prospectus) amended and
restated certificate of incorporation,
to be approved and adopted in
connection with the Business
Combination,
3. Governing Documents Proposal - To For For Management
decrease the number of authorized
shares of Tailwind from 551,000,000 to
501,000,000.
4. Governing Documents Proposal - To For For Management
eliminate the classification of
Tailwind's Class B common stock, par
value $0.0001 per share.
5. Governing Documents Proposal - To For For Management
provide that the number of authorized
shares of common stock or preferred
stock may be increased or decreased by
the affirmative vote of the holders of
at least a majority of the voting
power of the stock outstanding and
6. Governing Documents Proposal - To For For Management
remove the provisions regarding the
doctrine of corporate opportunity from
the Post- Closing New QOMPLX
Certificate of Incorporation.
7. Governing Documents Proposal - To For For Management
provide that the vote of two- thirds
of the voting power of the stock
outstanding and entitled to vote
thereon, voting together as a single
class, shall be required to adopt,
amend or repeal any portion of Post-
Closing N
8. The NYSE Proposal - To consider and For For Management
vote upon a proposal to approve, for
purposes of complying with applicable
listing rules of the New York Stock
Exchange, the issuance of shares of
Class A common stock, par value $0.
0001 per share, of New QOMPLX.
9. The Incentive Plan Proposal - To For For Management
consider and vote upon a proposal to
approve and adopt the 2021 QOMPLX, Inc.
Incentive Equity Plan.
10. The Adjournment Proposal - To consider For For Management
and vote upon a proposal to adjourn
the Tailwind 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
Tailwin
--------------------------------------------------------------------------------
TALEND S.A.
Ticker: TLND Security ID: 874224207
Meeting Date: JUL 26, 2021 Meeting Type: Special
Record Date: JUN 30, 2021
# Proposal Mgt Rec Vote Cast Sponsor
O1 To approve appointment of Amy Coleman For For Management
Redenbaugh as director subject to
conditions precedent.
O2 To approve appointment of Kenneth For For Management
Virnig as director subject to
conditions precedent.
O3 To approve appointment of Mike For For Management
Hoffmann as director subject to
conditions precedent.
O4 To approve appointment of Elizabeth For For Management
Yates as director subject to
conditions precedent.
O5 To approve appointment of David Murphy For For Management
as director subject to conditions
precedent.
O6 To approve appointment of Kristin For For Management
Nimsger as director subject to
conditions precedent.
O7 To approve appointment of Jim Hagan as For For Management
director subject to conditions
precedent.
E8 Review and approval of a draft partial For For Management
asset contribution agreement and
approval of the contribution subject
thereof, governed by the demerger
legal regime (apport partiel d'actifs
soumis au regime des scissions), by
Talend SA to Talend SAS, a wholly owne
E9 Review and approval of a draft For For Management
cross-border merger plan and approval
of the merger by absorption subject
thereof, of Talend SA by Tahoe
AcquireCo B.V., a private company with
limited liability (besloten
vennootschap met beperkte
aansprakelijkheid) organiz
E10 To give powers to carry out all filing For For Management
and publication formalities required
by law.
--------------------------------------------------------------------------------
TEEKAY LNG PARTNERS L.P.
Ticker: TGP Security ID: Y8564M105
Meeting Date: DEC 01, 2021 Meeting Type: Special
Record Date: OCT 28, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The approval of the Merger Agreement For For Management
and the Merger.
2. The adjournment of the Special Meeting For For Management
to a later date or dates, if necessary
or appropriate, to solicit additional
proxies if there are insufficient
votes to approve the Merger Agreement
and the Merger at the time of the
Special Meeting.
--------------------------------------------------------------------------------
TEGNA INC.
Ticker: TGNA Security ID: 87901J105
Meeting Date: MAY 17, 2022 Meeting Type: Special
Record Date: APR 12, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve the adoption of the For For Management
Agreement and Plan of Merger, dated as
of February 22, 2022, as amended by
Amendment No. 1 on March 10, 2022 (as
may be further amended or
supplemented, the "Merger Agreement"),
by and among TEGNA Inc. ("TEGNA"),
Teton Paren
2. To approve, on an advisory For For Management
(non-binding) basis, the compensation
that may be paid or become payable to
TEGNA's named executive officers that
is based on or otherwise relates to
the Merger Agreement and the
transactions contemplated by the
Merger Agreement
3. To adjourn the Special Meeting to a For For Management
later date or dates if necessary or
appropriate to solicit additional
proxies if there are insufficient
votes to adopt the Merger Agreement at
the time of the Special Meeting.
--------------------------------------------------------------------------------
TEGNA INC.
Ticker: TGNA Security ID: 87901J105
Meeting Date: JUN 21, 2022 Meeting Type: Annual
Record Date: MAY 03, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Director: Gina L. Bianchini For For Management
1B. Election of Director: Howard D. Elias For For Management
1C. Election of Director: Stuart J. Epstein For For Management
1D. Election of Director: Lidia Fonseca For For Management
1E. Election of Director: David T. Lougee For For Management
1F. Election of Director: Karen H. Grimes For For Management
1G. Election of Director: Scott K. McCune For For Management
1H. Election of Director: Henry W. McGee For For Management
1I. Election of Director: Bruce P. Nolop For For Management
1J. Election of Director: Neal Shapiro For For Management
1K. Election of Director: Melinda C. Witmer For For Management
2. COMPANY PROPOSAL TO RATIFY the For For Management
appointment of PricewaterhouseCoopers
LLP as the Company's independent
registered public accounting firm for
the 2022 fiscal year.
3. COMPANY PROPOSAL TO APPROVE, ON AN For For Management
ADVISORY BASIS, the compensation of
the Company's named executive officers.
4. SHAREHOLDER PROPOSAL regarding Against Against Shareholder
shareholder right to call a special
meeting.
--------------------------------------------------------------------------------
TENNECO INC.
Ticker: TEN Security ID: 880349105
Meeting Date: JUN 07, 2022 Meeting Type: Annual
Record Date: APR 20, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Merger Agreement and For For Management
approve the Merger.
2. To approve certain compensation For For Management
arrangements for the company's named
executive officers in connection with
the merger.
3. To approve the adjournment of the For For Management
Annual Meeting, if necessary, to
continue to solicit votes to adopt the
Merger Agreement and approve the
Merger.
4A. Election of Director: Roy V. Armes For For Management
4B. Election of Director: Thomas C. Freyman For For Management
4C. Election of Director: Denise Gray For For Management
4D. Election of Director: Brian J. Kesseler For For Management
4E. Election of Director: Michelle A. For For Management
Kumbier
4F. Election of Director: Dennis J. Letham For For Management
4G. Election of Director: James S. Metcalf For For Management
4H. Election of Director: Aleksandra A. For For Management
Miziolek
4I. Election of Director: Charles K. For For Management
Stevens, III
4J. Election of Director: John S. Stroup For For Management
5. Ratify appointment of For For Management
PricewaterhouseCoopers LLP as
independent public accountants for
2022.
6. Approve executive compensation in an For For Management
advisory vote.
--------------------------------------------------------------------------------
THE HARTFORD FINANCIAL SVCS GROUP, INC.
Ticker: HIG Security ID: 416515104
Meeting Date: MAY 18, 2022 Meeting Type: Annual
Record Date: MAR 21, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Director: Larry D. De Shon For For Management
1B. Election of Director: Carlos Dominguez For For Management
1C. Election of Director: Trevor Fetter For For Management
1D. Election of Director: Donna James For For Management
1E. Election of Director: Kathryn A. For For Management
Mikells
1F. Election of Director: Teresa W. For For Management
Roseborough
1G. Election of Director: Virginia P. For For Management
Ruesterholz
1H. Election of Director: Christopher J. For For Management
Swift
1I. Election of Director: Matthew E. Winter For For Management
1J. Election of Director: Greig Woodring For For Management
2. Ratification of the appointment of For For Management
Deloitte & Touche LLP as the
independent registered public
accounting firm of the Company for the
fiscal year ending December 31, 2022.
3. Management proposal to approve, on a For For Management
non-binding advisory basis, the
compensation of the Company's named
executive officers as disclosed in the
Company's proxy statement.
4. Management proposal to select, on a 1 Year 1 Year Management
nonbinding, advisory basis, the
preferred frequency for the advisory
vote on named executive officer
compensation.
5. Shareholder proposal that the Against Against Shareholder
Company's Board adopt policies
ensuring its underwriting practices do
not support new fossil fuel supplies.
--------------------------------------------------------------------------------
THIMBLE POINT ACQUISITION CORP.
Ticker: THMA Security ID: 88408P107
Meeting Date: NOV 30, 2021 Meeting Type: Special
Record Date: OCT 18, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. A proposal to (a) approve and adopt For For Management
the 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
2. A proposal to amend the current For For Management
certificate 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"
3. On a non-binding advisory basis, a For For Management
separate 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
thi
4..1 DIRECTOR-Zack Lynch For For Management
4..2 DIRECTOR-Kirthiga Reddy For For Management
4..3 DIRECTOR-Andrew J. Schwab For For Management
4..4 DIRECTOR-Alison Bauerlein For For Management
4..5 DIRECTOR-Nancy Schlichting For For Management
4..6 DIRECTOR-Jorge Gomez For For Management
4..7 DIRECTOR-Corey McCann For For Management
5. A proposal to approve, in connection For For Management
with 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
capi
6. A proposal to approve and adopt the For For Management
Pear 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 For For Management
Pear 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 For For Management
of 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
--------------------------------------------------------------------------------
TILRAY, INC.
Ticker: TLRY Security ID: 88688T100
Meeting Date: SEP 10, 2021 Meeting Type: Special
Record Date: JUN 22, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Approve an amendment to Tilray's For For Management
Amended and Restated Certificate of
Incorporation (the "Certificate of
Incorporation") to increase the
authorized capital stock of Tilray
from 743,333,333 shares to 990,000,000
shares of capital stock.
2. Approve an amendment to the For For Management
Certificate of Incorporation to elect
not to be governed by Section 203 of
Delaware General Corporation Law.
3. Approve an amendment to the For For Management
Certificate of Incorporation to permit
stockholders of the Company to take
action by written consent.
4. Approve amendments to the Certificate For For Management
of Incorporation related to the
following governance changes: (1)
eliminate the dual structure of Class
1 Common Stock and Class 2 Common
Stock; (2) declassify the board of
directors of the Company; (3) remove
limitat
5. Approve amendments to the Certificate For For Management
of incorporation to eliminate certain
provisions related to the Company's
prior status as a "controlled company"
and make other administrative and
conforming amendments and changes as
necessary in light of the foregoi
6. Approve the adjournment of the special For For Management
meeting, if necessary or appropriate,
to solicit additional proxies in the
event there are not sufficient votes
to approve the foregoing proposals.
--------------------------------------------------------------------------------
TILRAY, INC.
Ticker: TLRY Security ID: 88688T100
Meeting Date: NOV 22, 2021 Meeting Type: Annual
Record Date: SEP 24, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-Brendan Kennedy* For For Management
1..2 DIRECTOR-John M. Herhalt* For For Management
1..3 DIRECTOR-Walter Robb* For For Management
1..4 DIRECTOR-Jodi Butts# For For Management
1..5 DIRECTOR-David Hopkinson# For For Management
1..6 DIRECTOR-Thomas Looney# For For Management
1..7 DIRECTOR-Irwin D. Simon+ For For Management
1..8 DIRECTOR-Renah Persofsky+ For For Management
1..9 DIRECTOR-David Clanachan+ For For Management
2. To approve, the non-binding advisory For For Management
resolution on the named executive
officer compensation.
3. To ratify the appointment of For For Management
PricewaterhouseCoopers LLP as our
independent registered public
accounting firm for the fiscal year
ending May 31, 2022.
--------------------------------------------------------------------------------
TOWER SEMICONDUCTOR LTD.
Ticker: TSEM Security ID: M87915274
Meeting Date: APR 25, 2022 Meeting Type: Special
Record Date: MAR 16, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Merger Proposal: To approve the For For Management
acquisition of the Company by Intel FS
Inc., a Delaware corporation
("Parent"), including the approval of:
(a) the Agreement and Plan of Merger,
(as it may be amended from time to
time, the "Merger Agreement"), dated Fe
1A. Please confirm that you ARE NOT a None No Action Management
"Parent Affiliate" by checking the
"YES" box. If you cannot confirm that
you are not a Parent Affiliate, check
the "NO" box. As described in the
proxy statement, a "Parent Affiliate"
generally means that you are (a) Paren
2. The Adjournment Proposal: To approve For For Management
the adjournment of the extraordinary
general meeting to a later date or
dates if necessary to solicit
additional proxies if there are
insufficient votes to approve the
Merger Proposal at the time of the
extraordinary g
--------------------------------------------------------------------------------
TPCO HOLDING CORP
Ticker: Security ID: 87270T106
Meeting Date: JUN 22, 2022 Meeting Type: MIX
Record Date: APR 29, 2022
# Proposal Mgt Rec Vote Cast Sponsor
CMMT 09 MAY 2022: PLEASE NOTE THAT None Did not vote Management
SHAREHOLDERS ARE ALLOWED TO VOTE 'IN
FAVOR' OR-'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 1.A TO 1.G AND 4.
THANK YOU.
1.A ELECTION OF DIRECTOR: MICHAEL AUERBACH For For Management
1.B ELECTION OF DIRECTOR: MORGAN CALLAGY For For Management
1.C ELECTION OF DIRECTOR: MARK CASTANEDA For For Management
1.D ELECTION OF DIRECTOR: TROY DATCHER For For Management
1.E ELECTION OF DIRECTOR: AL FOREMAN For For Management
1.F ELECTION OF DIRECTOR: LELAND HENSCH For For Management
1.G ELECTION OF DIRECTOR: DANIEL NEUKOMM For For Management
2 THE APPROVAL OF A SPECIAL RESOLUTION, For For Management
AS SET FORTH IN APPENDIX. A ATTACHED
TO THE PROXY STATEMENT, ADOPTING THE
AMENDED AND RESTARTED TPCO HOLDING
CORP. EQUITY INCENTIVE PLAN
3 THE APPROVAL OF A SPECIAL RESOLUTION, For For Management
AS SET FORTH IN APPENDIX B ATTACHED TO
THE PROXY STATEMENT, AMENDING THE
ARTICLES OF THE TPCO HOLDING CORP. TO
INCREASE THE QUORUM NECESSARY FOR THE
TRANSACTION OF BUSINESS AT MEETING OF
SHAREHOLDER FROM AT LEAST 25%
4 THE REAPPOINTMENT OF MNP LLP, AS TPCO For For Management
HOLDING CORP'S AUDITOR AND INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM AND
THE AUTHORIZATION OF THE BOARD OF
DIRECTORS OF TPCO HOLDING CORP. TO FIX
THE INDEPENDENT AUDITOR'S REMUNERATION
AND TERMS OF ENGAGEMENT
CMMT 09 MAY 2022: PLEASE NOTE THAT THIS IS None Did not vote Management
A REVISION DUE TO MODIFICATION OF
THE-TEXT OF RESOLUTIONS 2 AND 3 AND
MODIFICATION OF COMMENT. IF YOU HAVE
ALREADY-SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR-ORIGINAL INSTRUCTIONS. TH
--------------------------------------------------------------------------------
TPCO HOLDING CORP.
Ticker: GRAMF Security ID: 87270T106
Meeting Date: JUN 22, 2022 Meeting Type: Annual
Record Date: APR 29, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1a. Election of Director: Michael Auerbach For For Management
1b. Election of Director: Morgan Callagy For For Management
1c. Election of Director: Mark Castaneda For For Management
1d. Election of Director: Troy Datcher For For Management
1e. Election of Director: Al Foreman For For Management
1f. Election of Director: Leland Hensch For For Management
1g. Election of Director: Daniel Neukomm For For Management
2. The approval of a Special Resolution, For For Management
as set forth in Appendix A attached to
the Proxy Statement, adopting the
Amended and Restated TPCO Holding Corp.
Equity Incentive Plan
3. The approval of a Special Resolution, For For Management
as set forth in Appendix B attached to
the Proxy Statement, amending the
Articles of TPCO Holding Corp. to
increase the quorum necessary for the
transaction of business at a meeting
of Shareholders from at least 25% t
4. The re-appointment of MNP LLP, as TPCO For For Management
Holding Corp.'s auditor and
independent registered public
accounting firm and the authorization
of the Board of Directors of TPCO
Holding Corp. to fix the independent
auditor's remuneration and terms of
engagement
--------------------------------------------------------------------------------
TPG PACE TECH OPPORTUNITIES CORPORATION
Ticker: PACE Security ID: G8990Y103
Meeting Date: SEP 14, 2021 Meeting Type: Special
Record Date: AUG 16, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1) The Business Combination Proposal - To For For Management
approve as an ordinary resolution and
adopt the Business Combination
Agreement, dated as of January 28,
2021, as amended on March 19, 2021, on
July 14, 2021, on August 11, 2021 and
on August 18, 2021, by and among TP
2) The Domestication Proposal - To For For Management
approve as a special resolution, that
TPG Pace be de-registered in the
Cayman Islands pursuant to article 47
of its articles of association and
registered by way of continuation as a
corporation under the laws of the state
3) The Charter Proposal - To approve as a For For Management
special resolution that, upon the
Domestication, the amended and
restated memorandum and articles of
incorporation of TPG Pace (the
"Existing Governing Documents") be
amended and restated by the proposed
certificate
4) Governing Documents Proposal A - To For For Management
change the authorized share capital of
TPG Pace from US $22,100 divided into
(i) 200,000,000 Class A ordinary
shares, par value $0.0001 per share,
(ii) 20,000,000 Class F ordinary
shares, par value $0.0001 per share, an
5) Governing Documents Proposal B - To For For Management
approve as an ordinary resolution, the
authorization to the Nerdy Inc. board
of directors (the "Nerdy Inc. Board")
to issue any or all shares of Nerdy
Inc. preferred stock in one or more
classes or series, with such ter
6) Governing Documents Proposal C - To For For Management
approve as an ordinary resolution, the
provision that certain provisions of
the proposed certificate of
incorporation of Nerdy Inc. are
subject to that certain agreement by
and among TPG Pace, Cohn Investments,
LLC, Cha
7) Governing Documents Proposal D - To For For Management
approve as an ordinary resolution, the
provision that removes the ability of
Nerdy Inc. stockholders to take action
by written consent in lieu of a
meeting.
8) Governing Documents Proposal E - To For For Management
approve as an ordinary resolution, the
provision that, upon the
Domestication, any director or the
entire Nerdy Inc. Board may be removed
from office, but only for cause and
only by the affirmative vote of the
holders o
9) Governing Documents Proposal F - To For For Management
approve as an ordinary resolution all
other changes necessary or desirable
in connection with the replacement of
Existing Governing Documents with the
proposed certificate of incorporation
and proposed bylaws as part of
10).1 DIRECTOR-Charles Cohn For For Management
10).2 DIRECTOR-Catherine Beaudoin For For Management
10).3 DIRECTOR-Erik Blachford For For Management
10).4 DIRECTOR-Rob Hutter For For Management
10).5 DIRECTOR-C. (Woody) Marshall For For Management
10).6 DIRECTOR-Greg Mrva For For Management
10).7 DIRECTOR-Kathleen Phili For For Management
11) The NYSE Proposal - To approve as an For For Management
ordinary resolution, assuming the
Business Combination Proposal and the
Governing Documents Proposals are
approved and adopted, for purposes of
complying with the applicable
provisions of Section 312.03 of the
NYSE Lis
12) The Equity Incentive Plan Proposal - For For Management
To approve as an ordinary resolution,
the Equity Incentive Plan, a copy of
which is attached to the proxy
statement/prospectus as Annex K.
13) The Adjournment Proposal - To approve For For Management
as an ordinary resolution, 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 proxy
statement/prospectu
--------------------------------------------------------------------------------
TREBIA ACQUISITION CORP.
Ticker: TREB Security ID: G9027T109
Meeting Date: JAN 20, 2022 Meeting Type: Special
Record Date: NOV 22, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - a For For Management
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,
2. The NYSE Proposal - a proposal to For For Management
approve, 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
consummati
3. The Domestication Proposal - a For For Management
proposal to 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
C
4. The Charter Amendment Proposal - a For For Management
proposal 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,
5A. Multi-class Shares Proposal - a For For Management
proposal to 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 p
5B. Election, Number and Removal of For For Management
Directors - 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 For For Management
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 For For Management
to 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 s
5E. Action by Written Consent of For For Management
Stockholders - 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 For For Management
Adoption 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,
6. The Incentive Plan Proposal - a For For Management
proposal to 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 I
7..1 DIRECTOR-Dexter Fowler For For Management
7..2 DIRECTOR-Caroline Horn For For Management
7..3 DIRECTOR-Jennifer Prince For For Management
7..4 DIRECTOR-Moujan Kazerani For For Management
7..5 DIRECTOR-Frank R. Martire, Jr. For For Management
7..6 DIRECTOR-Christopher Phillips For For Management
7..7 DIRECTOR-Michael Blend For For Management
7..8 DIRECTOR-William P. Foley, II For For Management
8. The Adjournment Proposal - a proposal For For Management
to 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 i
--------------------------------------------------------------------------------
TRILLIUM THERAPEUTICS INC.
Ticker: TRIL Security ID: 89620X506
Meeting Date: OCT 26, 2021 Meeting Type: Special
Record Date: SEP 24, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1 To consider and, if deemed advisable, For For Management
pass, with or without variation, a
special resolution, the full text of
which is set forth in Appendix B to
the accompanying Management
Information Circular and Proxy
Statement of Trillium dated September
27, 2021 (th
2 To consider and, if deemed advisable, For For Management
pass an advisory (non- binding)
resolution on specified compensation
that may become payable to the named
executive officers of Trillium in
connection with the Arrangement, all
as more particularly described in the
In
--------------------------------------------------------------------------------
TUSCAN HOLDINGS CORP II
Ticker: THCA Security ID: 90070A103
Meeting Date: SEP 28, 2021 Meeting Type: Special
Record Date: AUG 20, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Extension Amendment Proposal - Amend For For Management
the Company's amended and restated
certificate of incorporation to extend
the date that the Company has to
consummate a business combination to
December 31, 2021.
2. Adjournment Proposal - Approve the For For Management
adjournment of the special meeting to
a later date or dates, if the Company
determines that additional time is
necessary to effectuate the Extension.
--------------------------------------------------------------------------------
TWC TECH HOLDINGS II CORP.
Ticker: TWCT Security ID: 90117G105
Meeting Date: AUG 27, 2021 Meeting Type: Special
Record Date: AUG 05, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To approve and adopt the Business For For Management
Combination Agreement and Plan of
Merger, dated as of April 8, 2021 (as
it may be amended or restated from
time to time, the "Business
Combination Agreement"), by and among
Cellebrite DI Ltd. ("Cellebrite"), TWC
Tech Hold
2. To approve and adopt the amended For For Management
articles of association of TWC to be
effective upon the consummation of the
Business Combination in the form
attached to the accompanying proxy
statement as Annex B.
3. To approve any proposal to adjourn the For For Management
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 appro
--------------------------------------------------------------------------------
USERTESTING, INC.
Ticker: USER Security ID: 91734E101
Meeting Date: JUN 01, 2022 Meeting Type: Annual
Record Date: APR 08, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-Andrew Braccia For For Management
1..2 DIRECTOR-Andy MacMillan For For Management
1..3 DIRECTOR-Cynthia Russo For For Management
2. Ratification of the appointment of For For Management
Ernst & Young LLP as the Company's
independent registered public
accounting firm for the year ending
December 31, 2022
--------------------------------------------------------------------------------
VEONEER, INC.
Ticker: VNE Security ID: 92336X109
Meeting Date: DEC 16, 2021 Meeting Type: Special
Record Date: NOV 12, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated as of October 4, 2021,
by and among Veoneer, Inc.
("Veoneer"), QUALCOMM Incorporated,
SSW HoldCo LP ("SSW") and SSW Merger
Sub Corp ("Merger Sub") (as may be
amended from time to time) (the
"Veoneer merger
2. To approve, by non-binding, advisory For For Management
vote, compensation that will or may
become payable by Veoneer to its named
executive officers in connection with
the Merger (the "Veoneer compensation
proposal").
--------------------------------------------------------------------------------
VIRGIN GROUP ACQUISITION CORP. II
Ticker: VGII Security ID: G9460K102
Meeting Date: JUN 14, 2022 Meeting Type: Special
Record Date: APR 25, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal- For For Management
RESOLVED, 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,
2. The Domestication Proposal-RESOLVED, For For Management
as a 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
3. Charter Amendment Proposal-RESOLVED, For For Management
as a 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
4. Governing Documents Proposal A- For For Management
RESOLVED, as 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 C
5. Governing Documents Proposal B- For For Management
RESOLVED, as 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 VGA
6. Governing Documents Proposal C- For For Management
RESOLVED, as 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
Com
7. The NYSE Proposal-RESOLVED, as an For For Management
ordinary 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
8. The Incentive Equity Plan Proposal- For For Management
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, b
9. ESPP Proposal-RESOLVED, as an ordinary For For Management
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 None For Management
an 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
stat
--------------------------------------------------------------------------------
VIRTUOSO ACQUISITION CORP.
Ticker: VOSO Security ID: 92837J104
Meeting Date: NOV 16, 2021 Meeting Type: Special
Record Date: OCT 14, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. The Business Combination Proposal - To For For Management
consider and vote upon a proposal to
approve the Business Combination
described in the accompanying proxy
statement/prospectus, including (a)
adopting the Agreement and Plan of
Merger dated effective as of May 28, 20
2. Organizational Document Proposal - To For For Management
consider and vote upon a proposal to
approve and adopt the Second Amended
and Restated Certificate of
Incorporation of Virtuoso in the form
attached to the proxy
statement/prospectus as Annex B.
3A. Stockholder Meeting Quorum - To For For Management
approve the provision of the Company
Bye-laws which provides that in a
general meeting convened by the
Company's board of directors ("Company
Board"), the quorum required for such
meeting remains the holders of a
majority o
3B. Action by Written Consent - To approve For For Management
the provision of the Company Bye-laws
which provides that all shareholder
action may only be taken at an annual
general meeting or special general
meeting of shareholders and may not be
taken by written consent in li
3C. Removals; Vacancies - To approve the For For Management
provision of the Company Bye-laws
which provides that the Company's
directors may only be removed for
cause, and only upon the affirmative
vote of holders of at least 66 2/3% of
the then issued and outstanding shares
c
3D. Variation of Rights of Existing Series For For Management
of Shares - To approve the provision
of the Company Bye-laws which provides
that the Company has more than one
class of shares, the rights attaching
to any class, unless otherwise
provided for by the terms of issue o
3E. Amendment of the Bylaws/Bye-Laws - To For For Management
approve the provision of the Company
Bye- laws which provides that
amendments to the Company Bye-laws
will require the approval of the
Company Board and the affirmative vote
of a majority of the issued and
outstanding
3F. Classified Boards - To approve the For For Management
provisions of the Company Bye-laws
which provides that subject to the
right of holders of any series of
preference shares, the Company Board
will be divided into three classes of
directors, as nearly equal in number
as p
4. Adjournment Proposal - To consider and For For Management
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 conne
--------------------------------------------------------------------------------
VONAGE HOLDINGS CORP.
Ticker: VG Security ID: 92886T201
Meeting Date: FEB 09, 2022 Meeting Type: Special
Record Date: JAN 05, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated as of November 22, 2021
(the "Merger Agreement"), by and among
Vonage Holdings Corp.,
Telefonaktiebolaget LM Ericsson
(publ), and Ericsson Muon Holding Inc.
2. To approve, by a non-binding advisory For For Management
vote, the compensation that may be
paid or become payable to Vonage
Holdings Corp.'s named executive
officers that is based on or otherwise
relates to the merger contemplated by
the Merger Agreement.
3. To approve the adjournment of the For For Management
special meeting of stockholders (the
"Special Meeting") to a later date or
time if necessary or appropriate,
including to solicit additional
proxies in favor of proposal 1 if
there are insufficient votes at the
time of th
--------------------------------------------------------------------------------
W.R. GRACE & CO.
Ticker: GRA Security ID: 38388F108
Meeting Date: JUL 07, 2021 Meeting Type: Annual
Record Date: MAY 19, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Election of Class I Director (Term For For Management
expiring 2024): Hudson La Force
1.2 Election of Class I Director (Term For For Management
expiring 2024): Mark E. Tomkins
2. Ratification of the appointment of For For Management
PricewaterhouseCoopers LLP as our
independent registered public
accounting firm for 2021.
3. Advisory vote to approve the For For Management
compensation of Grace's named
executive officers, as described in
our proxy materials.
4. Advisory vote on the frequency of the 1 Year 1 Year Management
advisory vote to approve named
executive officer compensation.
--------------------------------------------------------------------------------
W.R. GRACE & CO.
Ticker: GRA Security ID: 38388F108
Meeting Date: SEP 17, 2021 Meeting Type: Special
Record Date: AUG 09, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated as of April 26, 2021 (as
it may be amended from time to time,
the "Merger Agreement"), by and among
W. R. Grace Holdings LLC, a Delaware
limited liability company (formerly
known as Gibraltar Acquisition Ho
2. To approve, on an advisory For For Management
(non-binding) basis, the compensation
that may be paid or become payable to
Grace's named executive officers that
is based on or otherwise related to
the Merger Agreement and the
transactions contemplated by the
Merger Agreement
3. To adjourn the special meeting of For For Management
stockholders of Grace (the "Special
Meeting"), if necessary or
appropriate, to solicit additional
proxies if there are insufficient
votes to approve the proposal to adopt
the Merger Agreement at the time of
the Special Me
--------------------------------------------------------------------------------
WELBILT, INC.
Ticker: WBT Security ID: 949090104
Meeting Date: SEP 30, 2021 Meeting Type: Special
Record Date: AUG 30, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Merger Proposal - To vote on the For For Management
Agreement and Plan of Merger, dated as
of July 14, 2021, by and among Ali
Holding S.r.l., Ali Group North
America Corporation, Ascend Merger
Corp. and Welbilt (the "Merger
Proposal").
2. Advisory Compensation Proposal - To For For Management
vote on a proposal to approve, on a
non-binding advisory basis, the
compensation that may be paid or
become payable to Welbilt's named
executive officers that is based on or
otherwise relates to the merger.
3. Adjournment Proposal - To vote on a For For Management
proposal to approve the adjournment of
the special meeting to solicit
additional proxies if a quorum is not
present or there are not sufficient
votes cast at the special meeting to
approve the Merger Proposal.
--------------------------------------------------------------------------------
WELBILT, INC.
Ticker: WBT Security ID: 949090104
Meeting Date: JUN 17, 2022 Meeting Type: Annual
Record Date: APR 22, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1a. Election of Director to serve for a For For Management
one-year term expiring at the 2023
annual meeting: Cynthia M. Egnotovich
1b. Election of Director to serve for a For For Management
one-year term expiring at the 2023
annual meeting: Dino J. Bianco
1c. Election of Director to serve for a For For Management
one-year term expiring at the 2023
annual meeting: Joan K. Chow
1d. Election of Director to serve for a For For Management
one-year term expiring at the 2023
annual meeting: Janice L. Fields
1e. Election of Director to serve for a For For Management
one-year term expiring at the 2023
annual meeting: Brian R. Gamache
1f. Election of Director to serve for a For For Management
one-year term expiring at the 2023
annual meeting: Andrew Langham
1g. Election of Director to serve for a For For Management
one-year term expiring at the 2023
annual meeting: William C. Johnson
2. The approval, on an advisory basis, of For For Management
the compensation of the Company's
named executive officers.
3. The ratification of the appointment of For For Management
Grant Thornton LLP as the Company's
independent registered public
accounting firm for the fiscal year
ending December 31, 2022.
--------------------------------------------------------------------------------
XILINX, INC.
Ticker: XLNX Security ID: 983919101
Meeting Date: AUG 04, 2021 Meeting Type: Annual
Record Date: JUN 08, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Election of Director: Dennis Segers For For Management
1.2 Election of Director: Raman K. Chitkara For For Management
1.3 Election of Director: Saar Gillai For For Management
1.4 Election of Director: Ronald S. Jankov For For Management
1.5 Election of Director: Mary Louise For For Management
Krakauer
1.6 Election of Director: Thomas H. Lee For For Management
1.7 Election of Director: Jon A. Olson For For Management
1.8 Election of Director: Victor Peng For For Management
1.9 Election of Director: Elizabeth W. For For Management
Vanderslice
2. Proposal to approve, on an advisory For For Management
basis, the compensation of the
Company's named executive officers.
3. Proposal to ratify the appointment of For For Management
Ernst & Young LLP as the Company's
independent registered accounting firm
for fiscal 2022.
--------------------------------------------------------------------------------
XPO LOGISTICS, INC.
Ticker: XPO Security ID: 983793100
Meeting Date: MAY 18, 2022 Meeting Type: Annual
Record Date: APR 14, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Election of Director: Brad Jacobs For For Management
1.2 Election of Director: Jason Aiken For For Management
1.3 Election of Director: AnnaMaria DeSalva For For Management
1.4 Election of Director: Michael Jesselson For For Management
1.5 Election of Director: Adrian Kingshott For For Management
1.6 Election of Director: Mary Kissel For For Management
1.7 Election of Director: Allison Landry For For Management
1.8 Election of Director: Johnny C. For For Management
Taylor, Jr.
2. Ratification of the appointment of For For Management
KPMG LLP as our independent registered
public accounting firm for fiscal year
2022.
3. Approval of amendment to the XPO For For Management
Logistics, Inc. 2016 Omnibus Incentive
Compensation Plan to increase the
number of available shares thereunder.
4. Advisory vote to approve executive For For Management
compensation.
5. Stockholder proposal regarding Against Against Shareholder
additional disclosure of the company's
political activities.
6. Stockholder proposal regarding Against Against Shareholder
stockholder approval of senior
managers' severance or termination
packages.
7. Stockholder proposal regarding an Against Against Shareholder
audit analyzing the company's policies
and practices on the civil rights of
its stakeholders.
--------------------------------------------------------------------------------
YUCAIPA ACQUISITION CORPORATION
Ticker: YAC Security ID: G9879L105
Meeting Date: DEC 13, 2021 Meeting Type: Special
Record Date: NOV 22, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1. Business Combination Proposal - to For For Management
approve 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
2. Merger Proposal - to authorize, For For Management
approve and 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 Gen
3. Charter Amendment Proposal - to For For Management
resolve on 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 t
4. Adjournment Proposal - to approve as For For Management
an 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
--------------------------------------------------------------------------------
ZYNGA INC.
Ticker: ZNGA Security ID: 98986T108
Meeting Date: MAY 19, 2022 Meeting Type: Special
Record Date: APR 04, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. To adopt the Agreement and Plan of For For Management
Merger, dated January 9, 2022, which
is referred to as the "merger
agreement," among Take-Two Interactive
Software, Inc., Zebra MS I, Inc.,
Zebra MS II, Inc., and Zynga Inc., as
it may be amended from time to time,
which
2. To approve, on a non-binding advisory For For Management
basis, the compensation that may be
paid or become payable to Zynga named
executive officers that is based on or
otherwise relates to the transactions
contemplated by the merger agreement.
3. To approve the adjournment of the For For Management
Zynga special meeting, if necessary or
appropriate, to solicit additional
proxies if there are insufficient
votes at the time of the Zynga special
meeting to approve the Zynga merger
proposal.
========== END NPX REPORT
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) THE MERGER FUND
By: /s/ George R. Aylward
--------------------------
George R. Aylward, President
Date: August 23, 2022