Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On December 3, 2021, Foresight Acquisition Corp. (the “Company”) re-convened its special meeting of stockholders (the “Special Meeting”) in connection with the proposed business combinations (the “Business Combinations”) contemplated by the Agreement and Plan of Merger, dated as of May 25, 2021 (as amended or restated from time to time, the “Merger Agreement”), by and among the Company, P3 Health Group Holdings, LLC (“P3”) and FAC Merger Sub LLC (“P3 LLC”) and the Transaction and Combination Agreement, dated as of May 25, 2021 (as amended or restated from time to time, the “Transaction and Combination Agreement”), by and among the Company and the blocker entities, blocker sellers and other parties party thereto, as described in the definitive proxy statement filed by the Company with the SEC on October 28, 2021 (the “Proxy Statement”). Present at the reconvened Special Meeting were holders of 28,496,046 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), in person or by proxy, representing 70.598% of the voting power of the Class A Common Stock as of October 8, 2021, 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 40,363,750 shares of Class A Common Stock issued and outstanding.
At the Special Meeting, the Company’s stockholders approved the Business Combinations Proposal, the Charter Amendment Proposal, the Bylaw Amendment Proposal, the Governance Proposals, the Nasdaq Proposal, and the 2021 Plan Proposal, in each case as defined and described in greater detail in the Proxy Statement. 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 Combinations Proposal, the Charter Amendment Proposal, the Bylaw Amendment Proposal, the Governance Proposals, the Nasdaq Proposal and the 2021 Plan Proposal each received a sufficient number of votes for approval.
Set forth below are the final voting results for the Business Combinations Proposal, the Charter Amendment Proposal, the Bylaw Amendment Proposal, the Governance Proposals, the Nasdaq Proposal and the 2021 Plan Proposal:
The Business Combinations Proposal
The proposal to approve and adopt the Merger Agreement and the Transaction and Combination Agreement and the transactions contemplated thereby, was approved. The voting results of the shares of the Class A Common Stock were as follows:
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For
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Against
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Abstentions
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26,164,913
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2,276,533
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54,600
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The Charter Amendment Proposal
The proposal to approve and adopt the proposed second amended and restated certificate of incorporation of the Company attached as Annex C to the Proxy Statement (the “Proposed Charter”), was approved. The voting results of the shares of the Class A Common Stock were as follows:
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For
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Against
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Abstentions
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26,155,908
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2,285,638
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54,500
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The Bylaw Amendment Proposal
The proposal to approve amendments to the Company’s bylaws, in the form of the amended and restated bylaws attached as Annex D to the Proxy Statement (the “Proposed Bylaws”) was approved. The voting results of the shares of the Class A Common Stock were as follows:
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For
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Against
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Abstentions
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26,155,918
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2,285,628
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54,500
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