Item 5.07. Submission
of Matters to a Vote of Security Holders.
On November 29, 2022, Twin Vee Powercats Co. (the
“Company” or “Twin Vee”) held its 2022 Annual Meeting of Stockholders at 3101 S. U.S. Highway 1, Fort Pierce,
Florida 34982 (the “Annual Meeting”). As of October 11, 2022, the Company’s record date, there were a total of 9,520,000
shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 6,628,828 shares of common
stock were present in person or by proxy and, therefore, a quorum was present.
At the Annual Meeting, the Company’s stockholders,
upon the unanimous recommendation of the Company’s board of directors: (a) voted in favor of the Agreement and Plan of Merger
(the “Merger Agreement”), dated as of September 8, 2022, by and between Twin Vee PowerCats Co. and Twin Vee Powercats, Inc.
(“TVPC”); (b) elected each of Neil Ross and Bard Rockenbach to serve as Class I directors for a three-year term until the
2025 Annual Meeting and until his successor has been duly elected and qualified; (c) ratified the appointment of Grassi & Co.
CPAs, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2022; and (d) voted
in favor of the amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock
from 50,000,000 to 75,000,000 (the “Amendment”), to be effected at the discretion of the Board of Directors of the Company
only in the event the Board of Directors still deems it advisable.
Each proposal is described in detail in the Company’s
joint proxy statement/prospectus, dated October 31, 2022, which was filed with the SEC on October 31, 2022, and first mailed to the Company’s
stockholders on November 4, 2022.
The voting results for each
item of business voted upon at the Annual Meeting were as follows:
Proposal 1 — Approval of the Merger Agreement
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 5,752,258 | | |
| 57,631 | | |
| 2,050 | | |
| 816,889 | |
Proposal 2 — Adjournment
Stockholders approved the adjournment of the Annual
Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes at the time of the Annual
Meeting to approve Proposal 1, based on the votes listed below:
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 5,793,076 | | |
| 16,834 | | |
| 2,029 | | |
| 816,889 | |
Although Proposal 2 was approved, adjournment
of the Annual Meeting was not necessary or appropriate because a quorum was present and the Company’s stockholders approved Proposal
1.
Proposal 3 — Election of Neil Ross and
Bard Rockenbach to serve on the Twin Vee board of directors as Class I directors for a three-year term
| |
For | |
Withheld | |
Broker Non-Votes |
Neil Ross | |
| 5,356,318 | | |
| 455,621 | | |
| 816,889 | |
Bard Rockenbach | |
| 5,436,218 | | |
| 375,721 | | |
| 816,889 | |
Proposal 4 — Ratification of the Selection
of the Independent Registered Public Accounting Firm
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 6,615,540 | | |
| 1,561 | | |
| 11,727 | | |
| — | |
Proposal 5 — Approval of the Amendment
to the Certificate of Incorporation of Twin Vee to increase the authorized shares of common stock from 50,000,000 to 75,000,000 if the
Board of Directors deems it advisable
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 6,219,087 | | |
| 397,953 | | |
| 11,788 | | |
| — | |
Proposal 6 — Adjournment
Stockholders approved the adjournment of the Annual
Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes at the time of the Annual
Meeting to approve Proposal 5, based on the votes listed below:
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 6,217,039 | | |
| 400,044 | | |
| 11,745 | | |
| — | |
Although Proposal 6 was approved, adjournment
of the Annual Meeting was not necessary or appropriate because a quorum was present and the Company’s stockholders approved Proposal
5.