Item 5.07 Submission of Matters to a Vote of Security Holders
At the special meeting in lieu of the 2021 annual
meeting of stockholders (the “Special Meeting”) of Capitol Investment Corp. V (“Capitol”), holders of 32,472,407
shares of Capitol’s common stock, which represented 75.298% of the common stock outstanding and entitled to vote as of the record
date of June 8, 2021, were represented in person or by proxy. The final voting results for each matter submitted to a vote of the Capitol
stockholders at the Special Meeting are set forth below:
Approval of the Business Combination Proposal
The stockholders approved the adoption of the Agreement
and Plan of Merger, dated as of March 2, 2021 (the “Merger Agreement”), by and among Capitol, Capitol V Merger Sub Inc. (“Merger
Sub”) and Doma Holdings, Inc., formally known as “States Title Holding, Inc.” (“Doma”), as amended by Amendment
No. 1 to the Merger Agreement, dated as of March 18, 2021 (“Amendment No. 1 to the Merger Agreement”), by and among Capitol,
Merger Sub and Doma. Copies of the Merger Agreement and the Amendment No. 1 to the Merger Agreement are attached to our definitive proxy
statement/prospectus (the “Definitive Proxy”) for the Special Meeting filed with the Securities and Exchange Commission (the
“Commission”) on July 2, 2021, and is incorporated herein by reference, as Annex A-1 and Annex A-2, respectively. The Merger
Agreement provides for, among other things, the merger of Merger Sub with and into Doma (the “Merger”), with Doma, to be renamed
“States Title Holding, Inc.,” surviving the Merger as a wholly owned subsidiary of Capitol, which will be renamed “Doma
Holdings, Inc.” (“New Doma”), in accordance with the terms and subject to the conditions of the Merger Agreement (the
“Business Combination Proposal”). The results of the stockholder vote with respect to the Business Combination Proposal were
as follows:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
31,380,524
|
|
1,052,686
|
|
39,197
|
|
N/A
|
Approval of the Charter Proposal
The stockholders approved the adoption of the proposed
amended and restated certificate of incorporation (the “Proposed Certificate of Incorporation”) of New Doma, which will replace
Capitol’s amended and restated certification of incorporation, dated December 1, 2020 (the “Current Certificate of Incorporation”),
and will be in effect upon the closing of the transactions contemplated by the Merger Agreement (the “Business Combination,”
and, such proposal, the “Charter Proposal”). The results of the stockholder vote with respect to the Charter Proposal were
as follows:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
31,383,685
|
|
1,049,486
|
|
39,236
|
|
N/A
|
The Advisory Charter Proposals
The stockholders approved, on a non-binding advisory
basis, the following material differences between the Proposed Certificate of Incorporation and the Current Certificate of Incorporation:
Approval of Advisory Charter Proposal A
The stockholders approved the change of the name
of New Doma to “Doma Holdings, Inc.” as opposed to “Capitol Investment Corp. V” (“Advisory Charter Proposal
A”). The results of the stockholder vote with respect to Advisory Charter Proposal A were as follows:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
30,207,484
|
|
1,549,494
|
|
715,429
|
|
N/A
|
Approval of Advisory Charter Proposal B
The stockholders approved the change in the authorized
capital stock of Capitol from 400,000,000 shares of Class A common stock, par value $0.0001 per share (“Capital Class A Common Stock”),
50,000,000 shares of Class B common stock, par value $0.0001 per share, and 50,000,000 shares of preferred stock, par value $0.0001 per
share, to 2,000,000,000 shares of common stock, par value $0.0001 per share, of New Doma (the “New Doma common stock”) and
100,000,000 shares of preferred stock, par value $0.0001 per share, of New Doma (“Advisory Charter Proposal B”). The results
of the stockholder vote with respect to Advisory Charter Proposal B were as follows:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
28,147,700
|
|
3,605,050
|
|
719,657
|
|
N/A
|
Approval of Advisory Charter Proposal C
The stockholders approved the Proposed Certificate
of Incorporation’s removal of various provisions applicable only to special purpose acquisition companies that the Current Certificate
of Incorporation contains, such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain
period of time (“Advisory Charter Proposal C”). The results of the stockholder vote with respect to Advisory Charter Proposal
C were as follows:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
30,206,895
|
|
1,549,764
|
|
715,748
|
|
N/A
|
Approval of the Stock Issuance Proposal
The stockholders approved the adoption of, for
the purposes of complying with the applicable listing rules of The New York Stock Exchange (the “NYSE”), the issuance of (x)
shares of New Doma common stock pursuant to the terms of the Merger Agreement and (y) shares of New Doma common stock to certain institutional
investors in connection with a concurrent private placement, plus any additional shares pursuant to subscription agreements we may enter
into prior to closing of the Business Combination (the “Stock Issuance Proposal”). The results of the stockholder vote with
respect to the Stock Issuance Proposal were as follows:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
30,632,375
|
|
1,800,420
|
|
39,612
|
|
N/A
|
Approval of the Incentive Plan Proposal
The stockholders approved the Doma Holdings, Inc.
Omnibus Incentive Plan (the “Incentive Plan Proposal”). The results of the stockholder vote with respect to the Incentive
Plan Proposal were as follows:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
28,846,204
|
|
3,390,352
|
|
235,851
|
|
N/A
|
Approval of the ESPP Proposal
The stockholders approved the Doma Holdings, Inc.
Employee Stock Purchase Plan (the “ESPP Proposal”). The results of the stockholder vote with respect to the ESPP Proposal
were as follows:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
29,602,326
|
|
2,635,535
|
|
234,546
|
|
N/A
|
Approval of the Director Election Proposal
The stockholders approved the election of Max Simkoff,
Serena Wolfe, Matthew E. Zames, Stuart Miller, Charles Moldow, Karen Richardson, Sharda Cherwoo, Lawrence Summers and Maxine Williams,
who, upon consummation of the Business Combination, will be directors of New Doma (the “Director Election Proposal”).
The results of the stockholder vote with respect to the Director Election
Proposal were as follows:
Director Nominee
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
Max Simkoff
|
|
8,625,000
|
|
0
|
|
0
|
|
N/A
|
Serena Wolfe
|
|
8,625,000
|
|
0
|
|
0
|
|
N/A
|
Matthew E. Zames
|
|
8,625,000
|
|
0
|
|
0
|
|
N/A
|
Stuart Miller
|
|
8,625,000
|
|
0
|
|
0
|
|
N/A
|
Charles Moldow
|
|
8,625,000
|
|
0
|
|
0
|
|
N/A
|
Karen Richardson
|
|
8,625,000
|
|
0
|
|
0
|
|
N/A
|
Sharda Cherwoo
|
|
8,625,000
|
|
0
|
|
0
|
|
N/A
|
Lawrence Summers
|
|
8,625,000
|
|
0
|
|
0
|
|
N/A
|
Maxine Williams
|
|
8,625,000
|
|
0
|
|
0
|
|
N/A
|
The proposal to approve the adjournment of the
Special Meeting by the chairman thereof to a later date or dates, if necessary, to permit further solicitation and vote of proxies if,
based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal,
the Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and/or the Director Election Proposal
was deemed not necessary and not acted upon at the Special Meeting because there were sufficient votes at the time of the Special Meeting
to approve the adoption of the required proposals.