The Advisory Organizational Documents Proposals
The shareholders approved, on a non-binding advisory basis, by ordinary resolution the following governance provisions in the Proposed Organizational Documents, which were presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions:
Proposal No. 3A – The Authorized Shares Proposal
The shareholders approved, on a non-binding advisory basis, by ordinary resolution the change in the authorized share capital of the Company from (a) 500,000,000 Class A ordinary shares, par value $0.0001 per share, of Switchback, 50,000,000 Class B ordinary shares, par value $0.0001, of Switchback and 5,000,000 preference shares, par value $0.0001 per share, of Switchback to (b) 1,000,000,000 shares of Class A common stock, par value $0.0001, of New Bird (the “New Bird Class A Common Stock”), 10,000,000 shares of Class B common stock, par value $0.0001 per share, of New Bird, 50,000,000 shares of Class X Common Stock, par value $0.0001, of New Bird (the “New Bird Class X Common Stock”) and 100,000,000 shares of preferred stock, par value $0.0001 per share, of New Bird (the “New Bird Preferred Stock”). The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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27,905,912
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2,452,283
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932,053
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Proposal No. 3B – The Voting Power Proposal
The shareholders approved, on a non-binding advisory basis, by ordinary resolution a provision in the Proposed Organizational Documents, providing that holders of New Bird Class A Common Stock will be entitled to cast one vote per share, and holders New Bird Class X Common Stock will be entitled to cast 20 votes per share on each matter properly submitted to the stockholders entitled to vote, until the earlier of (such date, the “Sunset Date”) (a) the date Travis VanderZanden is neither a senior executive officer nor a director of New Bird and (b) the date on which the holders of New Bird Class X Common Stock as of the effective time of the Acquisition Merger have sold more than 75% of their shares, other than certain permitted transfers specified in the Proposed Certificate of Incorporation. Upon the occurrence of such event, each share of New Bird Class X Common Stock will automatically convert into one share of New Bird Class A Common Stock. Additionally, shares of New Bird Class X Common Stock will automatically convert into shares of New Bird Class A Common Stock upon a transfer of the New Bird Class X Common Stock, other than certain permitted transfers specified in the Proposed Certificate of Incorporation. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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27,280,723
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3,052,142
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957,383
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Proposal No. 3C – The Director Removal Proposal
The shareholders approved, on a non-binding advisory basis, by ordinary resolution that, subject to the rights of any holder of New Bird Preferred Stock, (a) until the Sunset Date, directors on the board of directors of New Bird (the “New Bird Board”) may be removed from office with or without cause and (b) following the Sunset Date, directors on the New Bird Board may only be removed for cause, in each case, by the affirmative vote of the holders of at least a majority of the voting power of then-outstanding shares entitled to vote in the election of directors, voting together as a single class. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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27,297,499
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3,055,396
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937,353
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