Item 5.07 Submission of Matters to a Vote of Security Holders.
On
· The "Business Combination Proposal" - To consider and vote upon a proposal to
approve and adopt the Business Combination Agreement, and the transactions
contemplated thereby, pursuant to which
common stock of
stock of Alliance ("Alliance Stockholders") and (ii) shares of Class
stock of
Stockholders which will be placed in an escrow account to be released to the
Alliance Stockholders and converted into Combined Company Common Stock upon the
occurrence of certain triggering events and Merger Sub will merge with and into
Alliance, with Alliance surviving the Merger and becoming a wholly-owned direct
subsidiary ofAdara ;
· The "Charter Proposals" - To consider and vote upon amendments to
amended and restated certificate of incorporation. The proposed amendments
detailed below were voted on separately and the results are as set forth
below:
o The Name Change Charter Amendment - to change the name of Adara Acquisition
Corp. to "
o The Authorized Share Charter Amendment - to change the number of authorized
shares of
shares, consisting of (a) 110,000,000 shares of common stock, including
100,000,000 shares of Class A common stock and 10,000,000 shares of Class B
common stock and (b) 1,000,000 shares of preferred stock, to 551,000,000
shares, consisting of (i) 490,000,000 shares of Class A common stock, (ii)
60,000,000 shares of Class E common stock and (iii) 1,000,000 shares of
preferred stock, and eliminate the Class B common stock classification;
o The Certificate of Incorporation Voting Threshold Charter Amendment - To
increase the required vote threshold for approving amendments to certain
specified provisions of the certificate of incorporation to 662/3%;
o The Bylaws Voting Threshold Charter Amendment - to increase the required vote
threshold for approving amendments to the bylaws to 662/3%;
o The Board of Directors Reclassification Charter Amendment - to divide
board of directors into three classes with one class of directors being
elected each year and each class (except for those directors appointed prior
to the first annual meeting of stockholders) serving a three-year term;
o The Director Removal Charter Amendment - to provide for the removal of
directors with cause only by stockholders voting at least two-thirds (662/3%)
of the voting power of all of the then outstanding shares of voting stock of
the Combined Company entitled to vote at an election of directors; and
o The Additional Charter Amendment - to approve all other changes including
eliminating various provisions applicable only to blank check companies,
including business combination requirements that will no longer be relevant
following the closing of the Business Combination (the "Closing").
· The "Equity Incentive Plan Proposal"- To consider and vote upon the adoption
of theAlliance Entertainment Holding Corporation 2023 Equity Incentive Plan (the "2023 Plan") established to be effective after the Closing to assistAdara , immediately upon consummation of the Business Combination (the "Combined Company"), in retaining the services of eligible employees, directors and consultants, to secure and retain the services of new employees, directors and consultants and to provide incentives for such persons to exert maximum efforts for the Combined Company's success;
· The "Exchange Listing Proposal" - To consider and vote upon a proposal to (i)
approve the issuance ofCombined Company Common Stock and Combined Company Class E Common Stock to Alliance's stockholders as a result of the Merger pursuant to the Business Combination Agreement, including the Combined Company Common Stock issuable upon conversion of the Combined Company ClassE Common Stock and (ii) approve the issuance of equity awards under the 2023 Plan if such plan is approved in accordance with the Equity Incentive Plan Proposal.
There were 11,500,000 shares of
Business Combination Proposal:
Votes FOR Votes AGAINST Abstain Broker Non-Votes 11,188,846 1,139,717 0
N/A
Charter Proposals:
The Name Change Charter Amendment
Class A common stock and Class B common stock, voting together as a single class
Votes FOR Votes AGAINST Abstain Broker Non-Votes 11,188,835 1,119,629 20,099 N/A Class B common stock, voting separately as a single class Votes FOR Votes AGAINST Abstain Broker Non-Votes 2,825,500 0 0 N/A
The Authorized Share Charter Amendment
Class A common stock and Class B common stock, voting together as a single class
Votes FOR Votes AGAINST Abstain Broker Non-Votes 11,188,643 1,119,728 20,192 N/A Class B common stock, voting separately as a single class Votes FOR Votes AGAINST Abstain Broker Non-Votes 2,825,500 0 0 N/A
The Certificate of Incorporation Voting Threshold Charter Amendment
Class A common stock and Class B common stock, voting together as a single class
Votes FOR Votes AGAINST Abstain Broker Non-Votes 10,815,846 1,492,628 20,089 N/A Class B common stock, voting separately as a single class
Votes FOR Votes AGAINST Abstain Broker Non-Votes 2,825,500 0
0 N/A
The Bylaws Voting Threshold Charter Amendment
Class A common stock and Class B common stock, voting together as a single class
Votes FOR Votes AGAINST Abstain Broker Non-Votes 10,815,847 1,492,627 20,089 N/A Class B common stock, voting separately as a single class Votes FOR Votes AGAINST Abstain Broker Non-Votes 2,825,500 0 0 N/A
The Board of Directors Reclassification Charter Amendment
Class A common stock and Class B common stock, voting together as a single class
Votes FOR Votes AGAINST Abstain Broker Non-Votes 10,815,947 1,492,527 20,089 N/A Class B common stock, voting separately as a single class Votes FOR Votes AGAINST Abstain Broker Non-Votes 2,825,500 0 0 N/A
The Director Removal Charter Amendment
Class A common stock and Class B common stock, voting together as a single class
Votes FOR Votes AGAINST Abstain Broker Non-Votes 10,855,819 1,452,655 20,089 N/A Class B common stock, voting separately as a single class Votes FOR Votes AGAINST Abstain Broker Non-Votes 2,825,500 0 0 N/A
The Additional Charter Amendment
Class A common stock and Class B common stock, voting together as a single class
Votes FOR Votes AGAINST Abstain Broker Non-Votes 11,188,835 1,119,629 20,099 N/A Class B common stock, voting separately as a single class Votes FOR Votes AGAINST Abstain Broker Non-Votes 2,825,500 0 0 N/A
Equity Incentive Plan Proposal:
Votes FOR Votes AGAINST Abstain Broker Non-Votes 10,471,177 1,833,780 23,606 N/A
Exchange Listing Proposal:
Votes FOR Votes AGAINST Abstain Broker Non-Votes 11,188,742 1,119,729 20,092 N/A
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity, expectations and timing related to Alliance's business, customer growth and other business milestones, potential benefits of the proposed Business Combination, and expectations related to the timing of the Business Combination.
These statements are based on various assumptions, whether or not identified in
this Current Report on Form 8-K, and on the current expectations of
These forward-looking statements are subject to a number of risks and
uncertainties, including changes in domestic and foreign business, market,
financial, political, and legal conditions; the inability of the parties to
successfully or timely consummate the Business Combination, including the risk
that any regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the Combined Company or the
expected benefits of the Business Combination or that the approval of the
stockholders of
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