DAVE A Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. To consider and vote upon a proposal to approve the Agreement and Plan of
Merger, dated as of June 7, 2021 (as it may be amended from time to time, the
"Merger Agreement"), by and among VPCC, Dave Inc. , a Delaware corporation
("Dave"), Bear Merger Company I Inc. , a Delaware corporation and a direct,
wholly owned subsidiary of VPCC ("First Merger Sub"), and Bear Merger Company
II LLC , a Delaware limited liability company and a direct, wholly owned
subsidiary of VPCC ("Second Merger Sub" and together with the First Merger
Sub, the "Merger Subs"), pursuant to which First Merger Sub will merge with
and into Dave (the "First Merger"), with Dave being the surviving corporation
of the First Merger (the "Surviving Corporation"), and immediately following
the First Merger, the Surviving Corporation will merge with and into Second
Merger Sub (the "Second Merger," together with the First Merger, the
"Mergers" and the Mergers together with the other transactions contemplated
by the Merger Agreement, the "Business Combination"), with Second Merger Sub
being the surviving company of the Second Merger as a wholly owned subsidiary
of VPCC (VPCC following such Mergers, hereinafter referred to as the
"Combined Company"). Following the Mergers, the Combined Company will operate
under the name "Dave Inc. " and the Surviving Entity will operate under the
name "Dave Operating LLC " (the "Business Combination Proposal").
Votes For Votes Against Abstentions
22,703,814 885,991 4,050
2. To consider and act upon a proposal to adopt the proposed Second Amended and
Restated Certificate of Incorporation of the Company (the "Proposed Charter")
attached as Annex B to the proxy statement/prospectus (the "Charter Amendment
Proposal"):
Votes For Votes Against Abstentions
22,703,713 885,991 4,151
The Governance Proposals - to consider and act upon, on a non-binding advisory
basis, eight separate governance proposals relating to the following material
differences between VPCC's Amended and Restated Certificate of Incorporation
(the "Existing Charter") and the Proposed Charter to be in effect upon the
completion of the Business Combination in accordance with the
3A. To consider and vote upon an amendment to VPCC's Existing Charter to increase
the total number of authorized shares of all classes of capital stock from
221,000,000 shares to, following the automatic conversion of all VPCC Class B
common stock, par value $0.0001 (the "VPCC Class B Common Stock") into VPCC
Class A common stock, par value $0.0001 (the "VPCC Class A Common Stock")
immediately prior to the closing of the Business Combination (the "Closing"),
610,000,000 shares, which would consist of (a) 500,000,000 shares of Class A
common stock of the Combined Company, par value $0.0001 (the "Combined
Company Class A Common Stock"), (b) 100,000,000 shares of Class V common
stock of the Combined Company, par value $0.0001 (the "Combined Company
Class V Common Stock") and (c) 10,000,000 shares of preferred stock of the
Combined Company, par value $0 .0001:
Votes For Votes Against Abstentions
21,971,519 1,618,140 4,196
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3B. To consider and vote upon an amendment to VPCC's Existing Charter to
authorize a dual class common stock structure pursuant to which holders of
Combined Company Class A Common Stock will be entitled to one vote per share
and holders of Combined Company Class V Common Stock will be entitled to ten
votes per share on each matter properly submitted to the Combined Company's
stockholders entitled to vote:
Votes For Votes Against Abstentions
20,012,934 3,575,610 5,311
3C. To consider and vote upon an amendment to VPCC's Existing Charter to require,
with respect to any vote to increase or decrease the number of authorized
shares of any class or classes of stock (but not below the number of shares
then outstanding), the affirmative vote of a majority of the holders of all
of the then-outstanding shares of capital stock of the Combined Company
entitled to vote thereon, voting together as a single class, irrespective of
the provisions of Section 242(b)(2) of the Delaware General Corporation Law,
and no vote of the holders of the Combined Company Class A Common Stock
voting separately as a class shall be required therefor:
Votes For Votes Against Abstentions
21,226,708 2,362,836 4,311
3D. To consider and vote upon an amendment to VPCC's Existing Charter to provide,
subject to the special rights of the holders of any series of preferred stock
of the Combined Company, that no director may be removed from the Combined
Company board except for cause and only by the affirmative vote of the
holders of at least two-thirds (2/3) of the voting power of the
then-outstanding shares of capital stock of the Combined Company entitled to
vote generally in the election of directors voting together as a single
class:
Votes For Votes Against Abstentions
21,095,510 2,493,024 5,321
3E. To consider and vote upon an amendment to VPCC's Existing Charter to require
the affirmative vote of either a majority of the total number of authorized
directors whether or not there exist any vacancies in previously authorized
directorships (the "Whole Board") or the holders of at least two-thirds (2/3)
of the voting power of all then-outstanding shares of capital stock of the
Combined Company entitled to vote generally in the election of directors,
voting together as a single class, for the adoption, amendment, or repeal of
any provision of the bylaws (in addition to any vote of the holders of any
class or series of stock of required by applicable law or by the Proposed
Charter of the Combined Company); provided, however, that if two-thirds (2/3)
of the Whole Board has approved such adoption, amendment or repeal, then only
the affirmative vote of the holders of at least a majority of the voting
power of all then-outstanding shares of capital stock of the Combined Company
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to adopt, amend or repeal any provision of
the Bylaws:
Votes For Votes Against Abstentions
20,016,710 3,571,834 5,311
3F. To consider and vote upon an amendment to VPCC's Existing Charter to require
the affirmative vote of a majority of the board of directors and the holders
of two-thirds (2/3) of the voting power of the then-outstanding shares of
capital stock of the Combined Company for the adoption, amendment, or repeal
of certain provisions of the Proposed Charter; provided that if two-thirds
(2/3) of the Whole Board has approved such amendment or repeal, then only the
affirmative vote of the holders of at least a majority of the voting power of
the then-outstanding shares of capital stock of the Combined Company will be
required for the amendment or repeal of such provision:
Votes For Votes Against Abstentions
20,016,709 3,572,935 4,211
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3G. To consider and vote upon an amendment to VPCC's Existing Charter to clarify
that the exclusive jurisdiction of the Chancery Court of the State of
Delaware shall not apply to suits brought to enforce any duty or liability
under the Securities Act or the Exchange Act, or any other claim for which
the federal courts have exclusive jurisdiction. To the fullest extent
permitted by law, the federal district courts of the United States of America
shall be the sole and exclusive forum for the resolution of claims arising
under the Securities Act:
Votes For Votes Against Abstentions
21,097,800 2,491,744 4,311
3H. To consider and vote upon an amendment to VPCC's Existing Charter to
authorize all other proposed changes, including, among others, those
(i) resulting from the Business Combination, including changing the
post-business combination corporate name from "VPC Impact Acquisition
Holdings III, Inc. " to "Dave Inc. " and removing certain provisions relating
to VPCC's prior status as a blank check company and VPCC Class B Common Stock
that will no longer apply upon the Closing, or (ii) that are administrative
or clarifying in nature, including the deletion of language without
substantive effect:
Votes For Votes Against Abstentions
22,703,562 886,092 4,201
4. A proposal to elect, assuming the Business Combination Proposal, the Charter
Amendment Proposal and the Share Issuance Proposal (as defined below) are all
approved and adopted, five directors to the Combined Company's board of
directors, with each Class I director having a term that expires at the
Combined Company's 2022 annual meeting of stockholders, each Class II
director having a term that expires at the Combined Company's 2023 annual
meeting of stockholders, and each Class III director having a term that
expires at the Combined Company's 2024 annual meeting of stockholders, or in
each case until their respective successors are duly elected and qualified,
or until their earlier resignation, removal or death (the "Director Election
Proposal"):
Nominee Votes For Votes Withheld
Charles "Skip" Paul (Class I) 22,703,686 890,169
Dan Preston (Class II) 22,703,696 890,159
Andrea Mitchell (Class II) 22,703,220 890,635
Jason Wilk (Class III) 22,703,686 890,169
Brendan Caroll (Class III) 21,954,487 1,639,368
5. To approve and adopt the 2021 Equity Incentive Plan (the "2021 Plan") and
material terms thereunder (the "2021 Equity Incentive Plan Proposal"):
Votes For Votes Against Abstentions
22,344,232 1,243,958 5,665
6. To approve and adopt the 2021 Employee Stock Purchase Plan (the "Employee
Stock Purchase Plan") and material terms thereunder (the "Employee Stock
Purchase Plan Proposal"):
Votes For Votes Against Abstentions
22,698,537 889,768 5,550
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7. A proposal to approve, assuming the Business Combination Proposal and the
Charter Amendment Proposal are approved and adopted, for purposes of
complying with applicable NYSE Listing Rules, the issuance of more than 20%
of VPCC's issued and outstanding common stock in connection with the Business
Combination, the PIPE Investment (as defined in the proxy
statement/prospectus) and any additional subscription agreements VPCC may
enter into prior to Closing, and the related change in control (collectively,
the "Share Issuance Proposal"):
Votes For Votes Against Abstentions
22,701,210 888,194 4,451
8. A proposal to approve the Repurchase Agreement, dated as of June 7, 2021 , by
and among VPCC, Jason Wilk , Kyle Beilman and Dave wherein VPCC agreed to
repurchase Combined Company Common Shares from Jason Wilk and Kyle Beilman at
$10.00 per share, effective as of the Business Day following the effective
time of the Second Merger (the "Repurchase Agreement") and the transactions
contemplated by the Repurchase Agreement (the "Repurchase Proposal"):
Votes For Votes Against Abstentions
22,700,663 888,841 4,351
The 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 the approval of one or more proposals at the Special Meeting was deemed not necessary and not acted upon at the Special Meeting because there were sufficient votes at the time of the Special Meeting to approve the adoption of the required proposals.
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