Item 5.07 Submission of Matters to a Vote of Security Holders
At the Extraordinary General Meeting, 55,998,083
holders of SCH’s ordinary shares, which represented 55.65% of the ordinary shares outstanding and entitled to vote as of the
record date of April 29, 2021, were represented in person or by proxy. The final voting results for each matter submitted to a vote of
the SCH shareholders at the Extraordinary General Meeting are set forth below:
Approval of the BCA Proposal
The shareholders approved by ordinary resolution
and adopted the Agreement and Plan of Merger, dated as of January 7, 2021, as amended on March 16, 2021 (as it may be further amended,
the “Merger Agreement”), by and among SCH, Plutus Merger Sub Inc. (“Merger Sub”) and Social Finance, Inc. (“SoFi”),
a copy of which is attached to the Definitive Proxy as Annex A and SCH’s Current Report on Form 8-K filed with the SEC on March
16, 2021 (the “BCA Proposal”). The Merger Agreement provides for, among other things, the merger of Merger Sub with and into
SoFi (the “Merger”), with SoFi surviving the Merger as a wholly owned subsidiary of SCH, in accordance with the terms and
subject to the conditions of the Merger Agreement. The voting results with respect to the BCA Proposal were as follows:
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Votes For
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|
|
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Votes Against
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|
|
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Abstentions
|
|
|
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Broker Non-Votes
|
|
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55,810,395
|
|
|
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79,584
|
|
|
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108,104
|
|
|
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N/A
|
|
Approval of the Domestication Proposal
The shareholders approved by special resolution
the change of SCH’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and
domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with
the Merger, the “Business Combination”) (the “Domestication Proposal”). The voting results with respect to the
Domestication Proposal were as follows:
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Votes For
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|
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Votes Against
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|
|
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Abstentions
|
|
|
|
Broker Non-Votes
|
|
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55,719,955
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|
|
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97,050
|
|
|
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181,078
|
|
|
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N/A
|
|
Organizational Documents Proposals
The shareholders approved by special resolution
the following material differences between SCH’s Amended and Restated Memorandum and Articles of Association (the “Cayman
Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”)
and the proposed new bylaws (“Proposed Bylaws”) of Social Capital Hedosophia Holdings Corp. V (a corporation incorporated
in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication
in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “SoFi Technologies,
Inc.” in connection with the Business Combination:
Approval of Organizational Documents Proposal A
The shareholders approved the change in the authorized capital
stock of SCH from 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001
per share, and 5,000,000 preferred shares, par value $0.0001 per share, to 3,000,000,000 shares of SoFi Technologies common stock, par
value $0.0001 per share (“SoFi Technologies common stock), 100,000,000 shares of SoFi Technologies non-voting common stock and 100,000,000
shares of SoFi Technologies preferred stock, par value $0.0001 per share (the “SoFi Technologies preferred stock”) and 100,000,000
shares of SoFi Technologies redeemable preferred stock, par value $0.0001 per share (“Organizational Documents Proposal A”).
The voting results with respect to Organizational Documents Proposal A were as follows:
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Votes For
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Votes Against
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Abstentions
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|
|
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Broker Non-Votes
|
|
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54,990,082
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|
|
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459,002
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|
|
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548,999
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|
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N/A
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Approval of Organizational Documents Proposal B
The shareholders approved that the board of directors of
SoFi Technologies be authorized to issue any or all shares of SoFi Technologies preferred stock in one or more series, with such terms
and conditions as may be expressly determined by the board of directors of SoFi Technologies and as may be permitted by the DGCL (“Organizational
Documents Proposal B”). The voting results with respect to Organizational Documents Proposal B were as follows:
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Votes For
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Votes Against
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Abstentions
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|
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Broker Non-Votes
|
|
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53,604,492
|
|
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1,929,486
|
|
|
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464,105
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|
|
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N/A
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Approval of Organizational Documents Proposal C
The shareholders approved all other changes in connection
with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of
the Domestication, including (i) changing the corporate name from “Social Capital Hedosophia Holdings Corp. V” to “SoFi
Technologies, Inc.” in connection with the Business Combination, (ii) making SoFi Technologies’ corporate existence perpetual,
(iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the
exclusive forum for litigation arising out of the Securities Act of 1933, as amended, (iv) being subject to the provisions of Section
203 of the DGCL and (v) removing certain provisions related to SCH’s status as a blank check company that will no longer be applicable
upon consummation of the Business Combination (“Organizational Documents Proposal C”). The voting results with respect to
Organizational Documents Proposal C were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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53,646,289
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2,027,123
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324,671
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N/A
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Approval of the Director Election Proposal
The shareholders approved by ordinary
resolution, the election of Anthony Noto, Clay Wilkes, Tom Hutton, Steven Freiberg, Ahmed Al-Hammadi, Michael Bingle, Michel Combes,
Richard Costolo, Clara Liang, Carlos Medeiros, Harvey Schwartz and Magdalena Yeşil, who, upon consummation of the Business
Combination, will be the directors of SoFi Technologies (the “Director Election Proposal”).
The voting results with respect to the election of Anthony Noto were
as follows:
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Votes For
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Votes Against
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Abstentions
|
|
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Broker Non-Votes
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20,125,000
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|
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0
|
|
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0
|
|
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N/A
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|
The voting results with respect to the election of Clay Wilkes were
as follows:
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Votes For
|
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Votes Against
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|
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Abstentions
|
|
|
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Broker Non-Votes
|
|
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20,125,000
|
|
|
|
0
|
|
|
|
0
|
|
|
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N/A
|
|
The voting results with respect to the election of Tom Hutton were
as follows:
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Votes For
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Votes Against
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Abstentions
|
|
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Broker Non-Votes
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20,125,000
|
|
|
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0
|
|
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0
|
|
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N/A
|
|
The voting results with respect to the election of Steven Freiberg
were as follows:
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Votes For
|
|
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Votes Against
|
|
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Abstentions
|
|
|
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Broker Non-Votes
|
|
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20,125,000
|
|
|
|
0
|
|
|
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0
|
|
|
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N/A
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|
The voting results with respect to the election of Ahmed Al-Hammadi
were as follows:
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Votes For
|
|
|
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Votes Against
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|
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Abstentions
|
|
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Broker Non-Votes
|
|
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20,125,000
|
|
|
|
0
|
|
|
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0
|
|
|
|
N/A
|
|
The voting results with respect to the election of Michael Bingle were
as follows:
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Votes For
|
|
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Votes Against
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|
|
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Abstentions
|
|
|
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Broker Non-Votes
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20,125,000
|
|
|
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0
|
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0
|
|
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N/A
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|
The voting results with respect to the election of Michel Combes were
as follows:
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Votes For
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Votes Against
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Abstentions
|
|
|
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Broker Non-Votes
|
|
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20,125,000
|
|
|
|
0
|
|
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|
0
|
|
|
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N/A
|
|
The voting results with respect to the election of Richard Costolo
were as follows:
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Votes For
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Votes Against
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Abstentions
|
|
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Broker Non-Votes
|
|
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20,125,000
|
|
|
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0
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0
|
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N/A
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|
The voting results with respect to the election of Clara Liang were
as follows:
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Votes For
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Votes Against
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Abstentions
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|
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Broker Non-Votes
|
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20,125,000
|
|
|
|
0
|
|
|
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0
|
|
|
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N/A
|
|
The voting results with respect to the election of Carlos Medeiros
were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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20,125,000
|
|
|
|
0
|
|
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|
0
|
|
|
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N/A
|
|
The voting results with respect to the election of Harvey Schwartz
were as follows:
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Votes For
|
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Votes Against
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|
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Abstentions
|
|
|
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Broker Non-Votes
|
|
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20,125,000
|
|
|
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0
|
|
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0
|
|
|
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N/A
|
|
The voting results with respect to the election of Magdalena Yeşil
were as follows:
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Votes For
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Votes Against
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Abstentions
|
|
|
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Broker Non-Votes
|
|
|
20,125,000
|
|
|
|
0
|
|
|
|
0
|
|
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N/A
|
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Approval of the Stock Issuance Proposal
The shareholders approved by ordinary resolution,
for the purposes of complying with the applicable provisions of Section 312.03 of the New York Stock Exchange’s Listed Company Manual,
the issuance of shares of SoFi Technologies common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investors, pursuant
to the PIPE Investment (as each capitalized term in clause (a) is defined in the Definitive Proxy), and (b) the SoFi Stockholders (as
defined in the Definitive Proxy ) pursuant to the Merger Agreement, in each case as further described in the Definitive Proxy (collectively,
the “Stock Issuance Proposal”). The voting results with respect to the Stock Issuance Proposal were as follows:
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Votes For
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Votes Against
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Abstentions
|
|
|
|
Broker Non-Votes
|
|
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55,245,338
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|
|
|
379,714
|
|
|
|
373,031
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|
|
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N/A
|
|
Approval of the 2021 Stock Option and Incentive Plan Proposal
The shareholders approved by ordinary resolution,
the 2021 Plan (the “2021 Stock Option and Incentive Plan Proposal”). The voting results with respect to the 2021 Stock Option
and Incentive Plan Proposal were as follows:
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Votes For
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Votes Against
|
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Abstentions
|
|
|
|
Broker Non-Votes
|
|
|
51,146,662
|
|
|
|
4,188,021
|
|
|
|
663,400
|
|
|
|
N/A
|
|
Approval of the Repurchase Proposal
The shareholders approved by ordinary resolution,
SoFi Technologies’ entry into a share repurchase agreement with SoftBank Group Capital Limited (“SoftBank”) and the
repurchase contemplated thereby by SoFi Technologies of $150 million of shares of SoFi Technologies common stock owned by certain investors
affiliated with SoftBank at a price per share equal to $10.00 immediately following the closing of the Business Combination (the “Repurchase
Proposal”). The voting results with respect to the Repurchase Proposal were as follows:
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Votes For
|
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|
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Votes Against
|
|
|
|
Abstentions
|
|
|
|
Broker Non-Votes
|
|
|
54,911,231
|
|
|
|
602,769
|
|
|
|
484,083
|
|
|
|
N/A
|
|
Approval of the Adjournment Proposal
The shareholders approved the adjournment of the
Extraordinary General 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 the approval of one or more proposals at the Extraordinary General Meeting (the “Adjournment
Proposal”). The voting results with respect to the Adjournment Proposal were as follows:
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Votes For
|
|
|
|
Votes Against
|
|
|
|
Abstentions
|
|
|
|
Broker Non-Votes
|
|
|
55,357,358
|
|
|
|
236,907
|
|
|
|
403,818
|
|
|
|
N/A
|
|
Though not guaranteed, SCH expects to close the
Business Combination on May 28, 2021, subject to the satisfaction of customary closing conditions, and for the SoFi Technologies common
stock and warrants to begin publicly trading on The Nasdaq Global Select Market under the new symbols “SOFI” and “SOFIW”,
respectively, on June 1, 2021.