Item 5.07
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Submission of Matters to a Vote of Security Holders
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As previously announced, on January 24, 2021, TS Innovation Acquisitions Corp. (the Company) entered into an Agreement and Plan of
Merger (the Merger Agreement), by and among the Company, Latch, Inc. (now known as Latch Systems, Inc.), a Delaware corporation (Latch), and Lionet Merger Sub Inc., a Delaware corporation and a wholly owned
subsidiary of the Company (Merger Sub), pursuant to which Merger Sub will merge with and into Latch, with Latch surviving the merger as a wholly owned subsidiary of the Company (the Business Combination). On
June 3, 2021, the Company held a special meeting in lieu of the 2021 annual meeting of stockholders (the Special Meeting) in connection with the Business Combination. At the Special Meeting, stockholders of the Company were
asked to consider and vote on the proposals identified in the definitive proxy statement/prospectus that it filed with the U.S. Securities and Exchange Commission (the SEC) on May 12, 2021 (the Definitive
Proxy).
As of the close of business on May 11, 2021 (the TSIA Record Date), 37,500,000 shares of common stock of TSIA, par
value $0.0001 per share (TSIA common stock), were issued and outstanding and entitled to vote at the Special Meeting. 26,271,342 shares of TSIA common stock were represented in person or by proxy at the Special Meeting, and,
therefore, a quorum was present.
Proposals 1, 2, 3, 4, 5 and 6 below were approved and, although sufficient votes were received to approve Proposal 7, an
adjournment of the Special Meeting was not necessary due to the approval of Proposals 1, 2, 3, 4, 5 and 6. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable,
with respect to each proposal is set out below:
Proposal 1: To consider and vote upon a proposal to approve the Merger Agreement (the
Business Combination Proposal). The Business Combination Proposal was approved by the following vote.
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For
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Against
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Abstentions
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25,722,887
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547,815
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640
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Proposal 2: To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation
(the Proposed Charter) (the Charter Approval Proposal). The Charter Approval Proposal was approved by the following vote:
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For
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Against
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Abstentions
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25,573,921
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695,673
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1,748
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Proposal 3: To consider and act upon, on a non-binding advisory basis, a
separate proposal with respect to certain governance provisions in the Proposed Charter in accordance with SEC requirements (the Governance Proposal).
The Governance Proposal 3A. To increase the number of shares of common stock the Company is authorized to issue to 1,000,000,000 shares and preferred
stock the Company is authorized to issue to 100,000,000 shares. The Governance Proposal 3A was approved by the following vote:
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For
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Against
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Abstentions
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17,330,403
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8,906,727
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34,212
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The Governance Proposal 3B. To require the vote of at least two-thirds (66 and
2/3%) of the voting power of the outstanding shares of capital stock of the Company, voting together as a single class, to amend, alter, repeal or rescind certain provisions of the Proposed Charter. The Governance Proposal 3B was approved by the
following vote:
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For
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Against
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Abstentions
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19,198,259
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7,054,913
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18,170
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