Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the Company's stockholders approved the following proposals:
(i) To amend the Certificate (such amendment the "Extension Amendment" and,
such proposal, the "Extension Amendment Proposal") to extend the date by which
the Company must consummate an initial merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (a "business combination"), from
(ii) to amend the Certificate to eliminate from the Certificate the
limitation that the Company may not redeem public shares to the extent that such
redemption would result in the Company having net tangible assets (as determined
in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (or any successor rule)) of less than
(iii) to re-elect
(iv) to approve and ratify the appointment of
(v) 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, or otherwise in connection with, the approval of the Proposals (the "Adjournment Proposal" and, together with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Director Election Proposal and the Auditor Ratification Proposal, the "Proposals").
A total of 30,907,948 (or 86%) of the Company's issued and outstanding shares of
Class A common stock and Class B common stock, par value
1. The Extension Amendment Proposal - to approve and adopt the Extension
Amendment.
Votes For Votes Against Abstentions Broker Non-Votes 28,706,884 2,201,064 0 N/A
2. The Redemption Limitation Amendment Proposal - to approve and adopt the
Redemption Limitation Amendment.
Votes For Votes Against Abstentions Broker Non-Votes 28,706,884 2,201,064 0 N/A
3. The Director Election Proposal - to re-elect
of our board, to serve for a term of three years until 2026 or until his successor is elected and qualified. Class B Common Class B Votes For Class B Votes Withheld Stock Abstentions Class B Broker Non-Votes 7,157,500 0 0 N/A
4. The Auditor Ratification Proposal - to approve and ratify the appointment of
December 31, 2023 . Votes For Votes Against Abstentions Broker Non-Votes 30,302,334 352,022 253,592 N/A
5. The Adjournment 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, or otherwise in connection with, the approval of the Proposals). Votes For Votes Against Abstentions Broker Non-Votes 28,831,063 2,076,885 0 N/A
Although the Adjournment Proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
Item 8.01 Other Events.
Additionally, in connection with the implementation of the Extension, the
Company's public stockholders elected to redeem 18,141,822 shares of Class A
common stock at a redemption price of approximately
Upon completion of the Redemption, 10,608,178 shares of Class A common stock and 7,187,500 shares of Class B common stock will remain issued and outstanding.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K (this "Report") may be
considered "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995 and within the meaning of the federal securities
laws. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties such as
those set forth in the section entitled "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements" in the Company's Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K that are
available on the website of the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description 3.1 Amendment to Amended and Restated Certificate of Incorporation ofPower & Digital Infrastructure Acquisition II Corp. 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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