Item
5.07 Submission of Matters to a Vote of Security Holders.
As
previously announced, on June 29, 2020, Insurance Acquisition Corp. (the “Company”, “we”, “us”
or “our”), IAC Merger Sub, Inc., our direct wholly owned subsidiary (“Merger Sub”), and Shift Technologies,
Inc. (“Shift”), entered into an Agreement and Plan of Merger, as amended by the First Amendment to Agreement and Plan
of Merger, dated August 19, 2020 (the “Merger Agreement”), pursuant to which we will acquire Shift by the merger of
Merger Sub with and into Shift with Shift continuing as the surviving entity and a wholly owned subsidiary of the Company (the
“Merger”).
On
October 13, 2020, the Company held a special meeting of stockholders (the “Special Meeting”) via remote communication
to vote on the following proposals: (1) a proposal to approve the Merger and adopt the Merger Agreement (the “Merger Proposal”);
(2) a proposal to approve an amendment to the Company’s current amended and restated certificate of incorporation to increase
the number of authorized shares of common stock (“Proposal 2”), (3) a proposal to approve the creation of an additional
class of directors so that there will be three classes of directors with staggered terms of office, and make certain related changes
(“Proposal 3”), (4) a proposal to approve an amendment to the Company’s current amended and restated certificate
of incorporation to provide that certain transactions are not “corporate opportunities” and that each of Highland
Capital Partners 9 Limited Partnership, Highland Capital Partners 9-B Limited Partnership, and Highland Entrepreneurs’ Fund
9 Limited Partnership and their respective affiliates are not subject to the doctrine of corporate opportunity (“Proposal
4”), (5) a proposal to approve an amendment to the Company’s current amended and restated certificate of incorporation
to provide for additional changes, principally including changing the Company’s corporate name from “Insurance Acquisition
Corp.” to “Shift Technologies, Inc.” and removing provisions applicable only to special purpose acquisition
companies (“Proposal 5” and, together with Proposal 2, Proposal 3, and Proposal 4, the “Charter Proposals”),
(6) a proposal to approve (i) for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20%
of the Company’s issued and outstanding common stock and the resulting change of control in connection with the Merger,
and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to 19,800,000 shares of common stock in
connection with the PIPE investment, upon the completion of the Merger (the “Nasdaq Proposal”), (7) a proposal to
adopt the Shift Technologies, Inc. 2020 Omnibus Equity Compensation Plan, including the authorization of the initial share reserve
thereunder (the “Incentive Plan Proposal”), (8) a proposal to elect three directors to serve on the board of directors
of the Company as Class I directors until the earlier of the effective time of the Merger and the consummation of the business
combination (the “Effective Time”) and the 2022 annual meeting of stockholders, and until their respective successors
are duly elected and qualified or until their earlier resignation, removal or death (the “Existing Director Election Proposal”),
(9) a proposal to elect two Class I directors, three Class II directors, and three Class III directors, effective as of and contingent
upon the Effective Time, to serve on the board of directors of the Company until the 2021, 2022, and 2023 annual meetings of stockholders,
respectively, and until their respective successors are duly elected and qualified or until their earlier resignation, removal
or death (the “Business Combination Director Election Proposal”), and (10) a proposal to adjourn the Special Meeting
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 received to pass the resolution to approve the Merger Proposal,
the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Existing Director Election Proposal and/or the Business
Combination Director Election Proposal (the “Adjournment Proposal”).
The
Adjournment Proposal was not presented at the Special Meeting because there were enough votes to approve the Merger Proposal,
the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Existing Director Election Proposal, and the Business
Combination Director Election Proposal.
Set
forth below are the final voting results for each of the matters submitted to a vote of the stockholders of the Company at the
Special Meeting.
The
Merger Proposal. A proposal to approve the Merger and adopt the Merger Agreement:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
5,740,921
|
|
|
|
785,172
|
|
|
|
132
|
|
|
|
0
|
|
Proposal
2. A proposal to approve an amendment to the Company’s current amended and restated certificate of incorporation to
increase the number of authorized shares of common stock:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
15,733,575
|
|
|
|
789,989
|
|
|
|
2,661
|
|
|
|
0
|
|
Proposal
3. A proposal to approve the creation of an additional class of directors so that there will be three classes of directors
with staggered terms of office, and make certain related changes:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
14,144,681
|
|
|
|
2,379,186
|
|
|
|
2,358
|
|
|
|
0
|
|
Proposal
4. A proposal to approve an amendment to the Company’s current amended and restated certificate of incorporation to
provide that certain transactions are not “corporate opportunities” and that each of Highland Capital Partners 9 Limited
Partnership, Highland Capital Partners 9-B Limited Partnership, and Highland Entrepreneurs’ Fund 9 Limited Partnership and
their respective affiliates are not subject to the doctrine of corporate opportunity:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
15,721,950
|
|
|
|
789,903
|
|
|
|
14,372
|
|
|
|
0
|
|
Proposal
5. A proposal to approve an amendment to the Company’s current amended and restated certificate of incorporation to
provide for additional changes, principally including changing the Company’s corporate name from “Insurance Acquisition
Corp.” to “Shift Technologies, Inc.” and removing provisions applicable only to special purpose acquisition
companies:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
15,738,974
|
|
|
|
785,622
|
|
|
|
1,629
|
|
|
|
0
|
|
The
Nasdaq Proposal. A proposal to approve (i) for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance
of more than 20% of the Company’s issued and outstanding common stock and the resulting change of control in connection
with the Merger, and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to 19,800,000 shares
of common stock in connection with the PIPE investment, upon the completion of the Merger:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
15,735,954
|
|
|
|
787,542
|
|
|
|
2,729
|
|
|
|
0
|
|
The
Incentive Plan Proposal. A proposal to adopt the Shift Technologies, Inc. 2020 Omnibus Equity Compensation Plan, including
the authorization of the initial share reserve thereunder:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
12,534,190
|
|
|
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3,985,909
|
|
|
|
6,126
|
|
|
|
0
|
|
The
Existing Director Election Proposal. A proposal to elect the following directors to serve on the board of directors of the
Company as Class I directors until the earlier of the Effective Time and the 2022 annual meeting of stockholders, and until their
respective successors are duly elected and qualified or until their earlier resignation, removal or death:
Director
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For
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Withheld
|
|
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Broker Non-Votes
|
|
Daniel G. Cohen
|
|
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15,340,269
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|
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1,185,956
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|
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|
0
|
|
John C. Chrystal
|
|
|
15,703,147
|
|
|
|
823,078
|
|
|
|
0
|
|
Stephanie Gould Rabin
|
|
|
15,702,744
|
|
|
|
823,481
|
|
|
|
0
|
|
The
Business Combination Director Election Proposal. A proposal to elect two Class I directors, three Class II directors, and
three Class III directors, effective as of and contingent upon the Effective Time, to serve on the board of directors of the Company
until the 2021, 2022, and 2023 annual meetings of stockholders, respectively, and until their respective successors are duly elected
and qualified or until their earlier resignation, removal or death:
Director
|
|
For
|
|
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Withheld
|
|
|
Broker Non-Votes
|
|
Class I – 2021 Annual Meeting of Stockholders
|
|
Kellyn Smith Kenny
|
|
|
15,732,971
|
|
|
|
739,254
|
|
|
|
0
|
|
Victoria McInnis
|
|
|
15,731,651
|
|
|
|
794,574
|
|
|
|
0
|
|
Class II – 2022 Annual Meeting of Stockholders
|
|
Jason Krikorian
|
|
|
15,733,951
|
|
|
|
792,274
|
|
|
|
0
|
|
Emily Melton
|
|
|
15,730,971
|
|
|
|
795,254
|
|
|
|
0
|
|
Adam Nash
|
|
|
15,734,451
|
|
|
|
791,774
|
|
|
|
0
|
|
Class III – 2023 Annual Meeting of Stockholders
|
|
George Arison
|
|
|
15,734,271
|
|
|
|
791,954
|
|
|
|
0
|
|
Manish Patel
|
|
|
15,735,801
|
|
|
|
790,424
|
|
|
|
0
|
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Tobias Russell
|
|
|
15,734,221
|
|
|
|
792,004
|
|
|
|
0
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