Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On December 7, 2022, InterPrivate II Acquisition Corp. (the “Company”) held a special meeting in lieu of the 2022 annual meeting of stockholders (the “Special Meeting”) in connection with the proposed business combination (the “Business Combination”) of the Company, Getaround, Inc., a Delaware corporation (“Getaround”), TMPST Merger Sub I Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of the Company (“Merger Sub I”), and TMPST Merger Sub II LLC, a Delaware limited liability company and newly formed, wholly-owned direct subsidiary of the Company (“Merger Sub II”), as described in the proxy statement/prospectus filed by the Company with the SEC on November 16, 2022 (as supplemented, the “Proxy Statement”). Present at the Special Meeting were holders of 24,659,840 shares of the Company’s common stock (the “Common Stock”) in person or by proxy, representing 75.77% of the voting power of the Common Stock as of November 14, 2022, 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 32,543,750 shares of Common Stock issued and outstanding.
At the Special Meeting, the Company’s stockholders approved the Business Combination Proposal, the Charter Amendment Proposal, each of the Governance Proposals (on a non-binding advisory basis), the election of each director nominee pursuant to the Election of Directors Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, and the NYSE Proposal, in each case as defined and described in greater detail in the Proxy Statement.
The approval of the Business Combination Proposal, the Governance Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the NYSE Proposal and the Adjournment Proposal required the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders of a majority of the then outstanding shares of Common Stock present and entitled to vote at the Special Meeting. The approval of the Charter Amendment Proposal required the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of (i) the holders of a majority of all then-outstanding shares of Common Stock entitled to vote thereon at the Special Meeting, voting together as a single class and (ii) the holders of a majority of all then-outstanding shares of Class B Stock entitled to vote thereon at the Special Meeting, voting separately as a single series. The approval of the Charter Amendment Proposal was also conditioned on the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders of a majority of all then-outstanding shares of Class A Stock entitled to vote thereon at the special meeting, voting separately as a single series. 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 Common Stock entitled to vote and actually cast thereon at the Special Meeting. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s stockholders as the Business Combination Proposal, the Charter Amendment Proposal, each of the Governance Proposals, the election of each director nominee pursuant to the Election of Directors Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the NYSE 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, each of the Governance Proposals, the election of each director nominee pursuant to the Election of Directors Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the NYSE Proposal:
Business Combination Proposal
The proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 11, 2022 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among the Company, Getaround, Merger Sub I and Merger Sub II, and the transactions contemplated thereby (the “Business Combination”), was approved. The voting results of the shares of Common Stock were as follows:
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For |
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Against |
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Abstentions |
22,807,408 |
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1,852,182 |
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250 |