Item 5.07.
|
Submission of Matters to a Vote of Security Holders.
|
On December 28, 2020,
Live Oak Acquisition Corp. (the “Company”) held a virtual special meeting (the “Special Meeting”) in connection
with the proposed business combination (the “Business Combination”) of the Company and Meredian Holdings Group, Inc.,
doing business as Danimer Scientific (“Danimer”), as described in the proxy statement/prospectus filed by the Company
with the SEC on December 16, 2020 (the “Proxy Statement”) and incorporated herein by reference. Present at the Special
Meeting were holders of 11,954,778 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class
A Common Stock”) and 5,000,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Class
B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), in person (online) or by proxy,
representing 67.82% of the voting power of the Common Stock as of December 7, 2020, the record date for the Special Meeting (the
“Record Date”), and constituting a quorum for the transaction of business. As of the Record Date, there were 20,000,000
shares of Class A Common Stock and 5,000,000 shares of Class B Common Stock issued and outstanding.
At the Special Meeting,
the Company’s stockholders approved the Business Combination Proposal, the Charter Amendment Proposal (including each sub-proposal),
the Election of Directors Proposal, the NYSE Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal
and the Adjournment Proposal, in each case as defined and described in greater detail in the Proxy Statement.
The approval of the Business
Combination Proposal, the NYSE Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the
Adjournment Proposal required the affirmative vote of the majority of the votes cast by holders of shares of the Class A Common
Stock and Class B Common Stock, voting as a single class, represented at the Special Meeting in person or by proxy. The approval
of the Charter Amendment Proposal (including each sub-proposal) required the affirmative vote of the holders of a majority of the
Company’s outstanding shares of Class A Common Stock and Class B Common Stock, voting as a single class, entitled to vote
thereon at the Special Meeting. The approval of the election of each director nominee pursuant to the Election of Directors Proposal
required the affirmative vote of the holders of a plurality of the outstanding shares of Class A Common Stock entitled to vote
and actually cast thereon at the Special Meeting. The Business Combination Proposal, the Charter Amendment Proposal (including
each sub-proposal), the Election of Directors Proposal, the NYSE Proposal, the Equity Incentive Plan Proposal, the Employee Stock
Purchase Plan Proposal and the Adjournment Proposal each received a sufficient number of votes for approval.
Set forth below are the
final voting results for the Business Combination Proposal, the Charter Amendment Proposal, the Election of Directors Proposal,
the NYSE Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal:
Business Combination Proposal
The Business Combination
Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
16,933,154
|
|
|
|
800
|
|
|
|
20,824
|
|
The Charter Amendment Proposal
The Charter Amendment Proposal
was approved. The voting results of the shares of the Common Stock for each of the sub-proposals were as follows:
|
(a)
|
To change the Company’s name to “Danimer Scientific, Inc.”:
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
16,934,154
|
|
|
|
800
|
|
|
|
19,824
|
|
|
(b)
|
To revise the Company’s purpose:
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
16,932,582
|
|
|
|
800
|
|
|
|
21,396
|
|
|
(c)
|
To increase the number of authorized shares to 210,000,000 shares consisting of (i) 200,000,000 shares of Class A Common Stock and (ii) 10,000,000 shares of preferred stock:
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
16,923,911
|
|
|
|
1,520
|
|
|
|
29,347
|
|
|
(d)
|
To remove the business combination requirements:
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
16,926,206
|
|
|
|
823
|
|
|
|
27,749
|
|
|
(e)
|
To revise the choice of forum provision:
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
16,925,657
|
|
|
|
800
|
|
|
|
28,321
|
|
|
(f)
|
To add the supermajority voting provisions:
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
14,853,733
|
|
|
|
2,070,704
|
|
|
|
30,341
|
|
|
(g)
|
To remove the provision renouncing the corporate opportunity doctrine:
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
16,921,377
|
|
|
|
800
|
|
|
|
32,601
|
|
|
(h)
|
To remove the provisions providing for a classified board of directors:
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
16,923,100
|
|
|
|
886
|
|
|
|
30,792
|
|
|
(i)
|
To approve all other changes.
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
16,924,929
|
|
|
|
1,181
|
|
|
|
28,668
|
|
The Election of Directors Proposal
The election of each director
nominee pursuant to the Election of Directors Proposal was approved. The voting results of the shares of the Common Stock for the
director nominees were as follows:
Stephen E. Croskrey
For
|
|
|
Withheld
|
|
|
16,935,066
|
|
|
|
19,712
|
|
John P. Amboian
For
|
|
|
Withheld
|
|
|
16,769,274
|
|
|
|
185,504
|
|
Richard J. Hendrix
For
|
|
|
Withheld
|
|
|
16,935,069
|
|
|
|
19,709
|
|
Christy Basco
For
|
|
|
Withheld
|
|
|
16,926,566
|
|
|
|
28,212
|
|
Phillip Gregory Calhoun
For
|
|
|
Withheld
|
|
|
16,935,069
|
|
|
|
19,709
|
|
|
|
|
|
|
|
|
Gregory Hunt
For
|
|
|
Withheld
|
|
|
16,935,069
|
|
|
|
19,709
|
|
Dr. Isao Noda
For
|
|
|
Withheld
|
|
|
16,927,069
|
|
|
|
27,709
|
|
Stuart Pratt
For
|
|
|
Withheld
|
|
|
14,694,081
|
|
|
|
2,260,697
|
|
The NYSE Proposal
The NYSE Proposal was approved. The voting results
of the shares of the Common Stock were as follows:
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
16,191,255
|
|
|
|
3,600
|
|
|
|
31,923
|
|
The Equity Incentive Plan Proposal
The Equity Incentive Plan Proposal was approved.
The voting results of the shares of the Common Stock were as follows:
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
16,916,417
|
|
|
|
5,735
|
|
|
|
32,626
|
|
The Employee Stock Purchase Plan Proposal
The Employee Stock Purchase Plan Proposal was
approved. The voting results of the shares of the Common Stock were as follows:
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
16,922,309
|
|
|
|
4,101
|
|
|
|
28,368
|
|
The Adjournment Proposal
The Adjournment Proposal was approved. The voting
results of the shares of the Common Stock were as follows:
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
14,856,855
|
|
|
|
2,067,993
|
|
|
|
29,930
|
|