Item 5.07 Submission of Matters to a Vote of Security Holders
On
Proposal No. 1-The UpHealth Business Combination Proposal: The stockholders
approved and adopted the Business Combination Agreement, dated as of
For Against Abstained 13,016,436 772,021 205
Proposal No. 2-The Cloudbreak Business Combination Proposal: The stockholders
approved and adopted the Business Combination Agreement, dated as of
For Against Abstained 13,014,807 771,976 1,879
Proposal No. 3-The NYSE Stock Issuance Proposal: The stockholders approved, for
purposes of complying with applicable listing rules of the
For Against Abstained 13,542,793 243,867 2,002
Proposal No. 4-Classification of the Board of Directors Proposal: The stockholders approved and adopted the classification of the Company's board of directors into three classes of directors with staggered terms of office and to make certain related changes, by the votes set forth in the table below
For Against Abstained 12,991,560 792,553 4,549
Proposal No. 5-Approval of Additional Amendments to Current Amended and Restated
Certificate of Incorporation in Connection with the Business Combinations
Proposals: The stockholders approved and adopted certain additional changes,
including but not limited to changing the post-combination company's corporate
name from "
For Against Abstained 13,548,872 236,084 3,706
Proposal No. 6 - Amendment to Exclusive Forum Proposal: The stockholders
approved the adoption of amendments to the existing exclusive forum provisions
of the current Certificate of Incorporation of
For Against Abstained 13,002,709 242,242 543,711
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Proposal No. 7 - Incentive Plan Proposal: The stockholders approved the
For Against Abstained 13,478,631 274,936 35,095
Proposal No. 8 - The Election of Directors Proposal: The stockholders elected, effective at Closing, each of the nine nominees for director to serve staggered terms on the Company's board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified, by the votes set forth in the table below:
Class I-Moshe Bar-Siman-Tov:
Votes FOR Votes WITHHELD 13,760,853 27,809 Class I-Neil Miotto: Votes FOR Votes WITHHELD 13,756,411 32,251 Class I-Jerome Ringo: Votes FOR Votes WITHHELD 13,758,695 29,967 Class II-Dr.Raluca Dinu : Votes FOR Votes WITHHELD 13,745,082 43,580 Class II-Dr.Mariya Pylypiv : Votes FOR Votes WITHHELD 13,758,711 29,951 Class II-Nathan Locke : Votes FOR Votes WITHHELD 13,759,622 29.040 Class III-Dr.Avi Katz : Votes FOR Votes WITHHELD 13,748,120 40,542
Class III-Dr. Chirinjeev Kathuria:
Votes FOR Votes WITHHELD 13,760,344 28,318 Class III-Agnès Rey-Giraud : Votes FOR Votes WITHHELD 13761,259 27,403
No other items were presented for stockholder approval at the Special Meeting
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Item 7.01 Regulation FD Disclosure.
The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
On
Item 9.01 Exhibits. (d) Exhibits: Exhibit Description 99.1 Press Release datedJune 4, 2021
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