Item 5.07 Submission of Matters to a Vote of Security Holders
On
As of the close of business on
The voting results for the proposals voted on at the Special Meeting are set forth below:
1. The Pre-Mergers Charter Proposal - To approve an amendment of the Company's
Amended and Restated Certificate of Incorporation (the "Existing Charter") to
amend the authorized capital stock of the Company to 541,000,000 shares,
consisting of (i) 540,000,000 shares of common stock, including 493,000,000
shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock and
27,000,000 shares of Class C common stock, par value
For Against Abstain Broker Non-Votes 26,288,723 507,070 77 0
2. The Business Combination Proposal - To approve and adopt the BCA and the transactions contemplated thereby, pursuant to which the Mergers shall occur. We refer to the Mergers and the other transactions described in the BCA collectively hereafter as the "Business Combination".
For Against Abstain Broker Non-Votes 26,795,870 0 0 0
3. A Post-Mergers Charter Proposal - To amend the authorized capital stock of
the Company following the Business Combination ("New Billtrust") to 575,000,000
shares, consisting of 538,000,000 shares of Class 1 common stock, par value
For Against Abstain Broker Non-Votes 24,020,228 2,775,565 77 0 2
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4. A Post-Mergers Charter Proposal - To require an affirmative vote of 66 2/3% of the outstanding shares of New Billtrust Common Stock (as defined in the Proxy Statement) to alter, amend, or repeal the proposed bylaws of South Mountain ("Proposal No. 4").
For Against Abstain Broker Non-Votes 24,020,406 2,775,464 0 0
5. A Post-Mergers Charter Proposal - To require an affirmative vote of 66 2/3% of the outstanding shares of New Billtrust Common Stock to alter, amend, or repeal Articles V, VI, VII, VIII and IX of the Proposed Charter (as defined in the Proxy Statement) ("Proposal No. 5").
For Against Abstain Broker Non-Votes 24,020,406 2,775,464 0 0
6. A Post-Mergers Charter Proposal - To adopt the Proposed Charter that includes
the approval of Proposal No. 3, Proposal No. 4 and Proposal No. 5 and provides
for certain additional changes, including changing South Mountain's name from
"
For Against Abstain Broker Non-Votes 26,795,693 100 77 0
7. The Director Election Proposal - To elect, effective at Closing, seven 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.
FOR WITHHOLD Class I Flint Lane 26,674,469 121,401 Lawrence Irving 26,480,461 315,409 Class II
Matt Harris 26,572,301 223,569 Clare Hart 26,795,869 1 Class III Robert Farrell 26,576,229 219,641 Juli Spottiswood 26,601,789 194,081 3
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8. The Equity Incentive Plan Proposal - To approve and adopt the equity incentive award plan established to be effective after the Closing of the Business Combination.
For Against Abstain Broker Non-Votes 23,137,808 3,657,912 150 0
9. The Employee Stock Purchase Plan Proposal - To approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination.
For Against Abstain Broker Non-Votes 24,028,157 2,767,563 150 0
10. The Nasdaq Proposal - To approve, for purposes of complying with the
applicable listing rules of the
For Against Abstain Broker Non-Votes 26,482,908 312,962 0 0 4
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