SEM4 HLDG Item 5.07. Submission of Matters to a Vote of Security Holders.
On
(a) Proposal No. 1 - The Business Combination Proposal - to approve the agreement
and plan of merger, dated as of February 9, 2021 as amended by the Amendment
to Agreement and Plan of Merger dated May 3, 2021 (as the same may be further
amended and/or restated from time to time, the "Merger Agreement"), by and
among CMLS , S-IV Sub, Inc. , a Delaware corporation and a wholly-owned
subsidiary of CMLS ("Merger Sub"), and Mount Sinai Genomics, Inc. d/b/a
Sema4, a Delaware corporation ("Sema4"), and the transactions contemplated
thereby, including the merger of Merger Sub with and into Sema4 (the
"Merger") with Sema4 surviving the Merger as a wholly owned subsidiary of the
Company, and the issuance of common stock to Sema4 equity holders as merger
consideration, (the transactions contemplated by the Merger Agreement, the
"Business Combination" and such proposal, the "Business Combination
Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
39,300,046 4,639 23,395
(b) Proposal No. 2 - The Nasdaq Stock Issuance Proposal - to approve, assuming
the Business Combination Proposal is approved and adopted, for the purposes
of complying with the applicable listing rules of the Nasdaq Stock Market
("Nasdaq"), the issuance of more than 20% of CMLS's outstanding Class A
common stock (the "common stock") in connection with the Business Combination
and the subscription agreements, each dated as of February 9, 2021 (the "PIPE
Investor Subscription Agreements"), with certain institutional investors
(including affiliates of CMLS's sponsor and existing investors in Sema4) (the
"PIPE Investors "), including (i) up to 35,000,000 shares of common stock to
the PIPE Investors , which includes affiliates of CMLS's sponsor that
subscribed for 9,500,000 shares of common stock and (ii) up to 147,922,735
shares of common stock to holders of Sema4 capital stock pursuant to the
terms of the Merger Agreement, (such proposal the "Nasdaq Stock Issuance
Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
39,265,951 35,563 26,566
(c) Proposal No. 3 - The Charter Approval Proposal - to approve, assuming the
Business Combination Proposal and the Nasdaq Stock Issuance Proposal are
approved and adopted, the proposed amended and restated certificate of
incorporation of the Company in the form attached to CMLS's definitive proxy
statement dated July 2, 2021 (the "Proposed Charter"), which will replace
CMLS's current amended and restated certificate of incorporation, dated
September 1, 2020 (the "Current Charter"), (such proposal the "Charter
Approval Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
38,632,981 669,832 25,267
(d) Proposal No.4 - Governance Proposal - to approve, on a non-binding advisory
basis, a separate proposal, which would change the stockholder vote required
to amend the Company's certificate of incorporation from a simple majority to
an affirmative vote of at least two-thirds of the stockholders of the
Company, as further described in CMLS's definitive proxy statement dated July
2, 2021 , (such proposal the "Governance Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
32,316,256 6,983,639 28,185
1
(e) Proposal No. 5 - The Incentive Plan Proposal - to approve, assuming the
Business Combination Proposal, the Nasdaq Stock Issuance Proposal and the
Charter Approval Proposal are approved and adopted, the Sema4 Holdings Corp
2021 Equity Incentive Plan (the "Sema4 Holdings Corp Incentive Plan"),
including the authorization of the initial share reserve under the Sema4
Holdings Corp Incentive Plan, including with respect to the number of shares
that may be issued pursuant to the exercise of incentive stock options
granted (such proposal the "Incentive Plan Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
34,310,920 4,942,837 74,323
(f) Proposal No. 6 - The ESPP Proposal - to approve, assuming the Business
Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter
Approval Proposal and the Incentive Plan Proposal are approved and adopted,
the Sema4 Holdings Corp 2021 Employee Stock Purchase Plan (the "ESPP"),
including the authorization of the initial share reserve under the ESPP (such
proposal the "ESPP Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
36,408,724 2,843,771 75,585
(g) Proposal No. 7 - The Director Election Proposal - to approve, assuming the
Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the
Charter Approval Proposal, the Incentive Plan Proposal and the ESPP Proposal
are approved and adopted (the "Condition Precedent Proposals"), the election
of nine (9) directors to serve on the Company's board of directors, each for
a three-year term or until such director's successor has been duly elected
and qualified, or until such director's earlier death, resignation,
retirement or removal; alternatively, in the event the Condition Precedent
Proposals are not approved, to elect two directors to serve as Class I
directors on CMLS's board of directors, each for a term of three years
expiring at the annual meeting of stockholders to be held in 2024 or until
such director's successor has been duly elected and qualified, or until such
director's earlier death, resignation, retirement or removal, (such proposal
the "Director Election Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
38,456,600 47,528 823,952
(h) Proposal No. 8 - The Adjournment Proposal - to consider and vote upon a
proposal to approve, if necessary, the adjournment of the Special Meeting to
a later date or dates 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 any of the any of the Business Combination Proposal,
the Nasdaq Stock Issuance Proposal, the Charter Approval Proposal, the
Incentive Plan Proposal and the ESPP Proposal, (such proposal the
"Adjournment Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
39,273,271 21,716 33,093
(i) Proposal No. 9 - The Auditor Ratification Proposal - To consider and vote
upon a proposal to approve the ratification of WithumSmith+ Brown, PC as
CMLS's independent registered public accounting firm for the fiscal year
ending December 31, 2020 (such proposal the "Auditor Ratification Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
36,174,788 23,072 3,130,220
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