Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 14, 2021, Atlas Crest Investment
Corp., a Delaware corporation (the “Company” or “Atlas”) held a special meeting of stockholders
(the “Special Meeting”) as a virtual meeting, conducted via live webcast, in connection with the proposed business
combination (the “Business Combination”) between Atlas, Artemis Acquisition Sub Inc., (“Merger Sub”)
and Archer Aviation Inc., a Delaware corporation (“Archer”), as described in the (i) Company’s definitive proxy
statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 11, 2021 (the “Proxy
Statement”) and first mailed to the stockholders of the Company on or about August 12, 2021 and (ii) supplement to the Proxy
Statement filed with the SEC on August 30, 2021 (the “Supplement”) and first mailed to the stockholders of the Company
on or about August 30, 2021. Each proposal (individually a “Proposal” and, collectively, the “Proposals”)
voted upon at the Special Meeting is described in detail in the Proxy Statement and/or the Supplement and the final voting results are
indicated below.
As of the close of business on August 5, 2021,
the record date for the Special Meeting, there were approximately 50,000,000 shares of the Company’s Class A common stock, par
value $0.0001 per share (the “Class A Common Stock”), and 12,500,000 shares of the Company’s Class B common
stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common
Stock”), outstanding. A total of 38,112,953 shares of Common Stock, representing approximately 60.98% of the outstanding shares
of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum.
Proposal 1. The Business Combination Proposal
- To consider and vote upon a proposal to approve the Business Combination Agreement, dated as of February 10, 2021 (as amended and restated
on July 29, 2021), by and among Atlas, Archer, and Merger Sub, and the transactions contemplated thereby, pursuant to which Merger Sub
will merge with and into Archer, with Archer surviving the merger as a wholly owned subsidiary of Atlas (the “Merger”)
(Class A Common Stock and Class B Common Stock, voting together as a single class):
Common Stock
Votes For
|
|
Common Stock
Votes Against
|
|
Common Stock
Abstentions
|
|
Common Stock
Broker Non-Votes
|
36,521,874
|
|
1,527,825
|
|
63,254
|
|
—
|
|
|
|
|
|
|
|
The Business Combination Proposal was approved,
having received “For” votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person
or by proxy at the Special Meeting.
Proposal 2. The Charter Proposal - To consider
and vote upon a proposal to approve an amendment to the amended and restated certificate of incorporation of Atlas (the “Proposed
Charter”) that will be in effect upon the closing of the Merger to, among other things, (i) change the Company’s name
to “Archer Aviation Inc.” (“New Archer”), (ii) increase the total number of shares of all classes of authorized
capital stock from (x) 221,000,000 consisting of (1) 220,000,000 shares of common stock, including (A) 200,000,000 shares of Class A common
stock, and (B) 20,000,000 shares of Class B common stock, and (2) 1,000,000 shares of preferred stock, to (y) 1,010,000,000, consisting
of (1) 1,000,000,000 shares of common stock, including (A) 700,000,000 shares of Class A common stock, and (B) 300,000,000 shares of Class
B common stock, and (2) 10,000,000 shares of preferred stock, (iii) provide that holders of shares of Class A common stock shall be entitled
to one vote per share, and that holders of shares of Class B common stock shall be entitled to ten votes per share, on all matters to
be voted upon by the stockholders, (iv) require either an affirmative vote of at least 66 2/3% of the voting power of New Archer’s
then-outstanding capital stock entitled to vote generally in an election of directors, voting together as a single class, or the approval
of New Archer’s board of directors to alter, amend, or repeal the proposed bylaws, (v) require an affirmative vote of at least 66
2/3% of the voting power of New Archer’s then-outstanding capital stock entitled to vote in an election of directors to alter, amend,
or repeal certain provisions of the Proposed Charter, (vi) remove the provisions relating to the Company’s status as a blank check
company, (vii) remove the provisions relating to the application of the doctrine of corporate opportunity, (viii) provide that no action
will be taken by any holders of shares of common stock of New Archer, except at an annual or special meeting of stockholders called in
accordance with the bylaws, and no action will be taken by the stockholders by written consent, and (ix) provide for certain additional
changes which the board of directors believes are necessary to adequately address the needs of New Archer following the closing of the
Business Combination (Class A Common Stock and Class B Common Stock, voting together as a single class):
Common Stock
Votes For
|
|
Common Stock
Votes Against
|
|
Common Stock
Abstentions
|
|
Common Stock
Broker Non-Votes
|
36,004,873
|
|
2,034,671
|
|
73,409
|
|
—
|
|
|
|
|
|
|
|
The Charter Proposal was approved, having received
“For” votes from holders of at least 50.1% of the outstanding shares of Common Stock voting together as a single class.
Proposal 3. The Governance Proposals -
To consider and vote upon, on a non-binding advisory basis, the following provisions included in the Proposed Charter, on a non-binding
advisory basis in accordance with the SEC guidance (Class A Common Stock and Class B Common Stock, voting together as a single class):
Proposal 3.A. To increase the total number
of shares of all classes of authorized capital stock from (i) 221,000,000, consisting of (a) 220,000,000 shares of common stock, including
(1) 200,000,000 shares of Class A common stock, and (2) 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred
stock, to (ii) 1,010,000,000, consisting of (A) 1,000,000,000 shares of common stock, including (1) 700,000,000 shares of Class A common
stock, and (2) 300,000,000 shares of Class B common stock, and (B) 10,000,000 shares of preferred stock.
Common Stock
Votes For
|
|
Common Stock
Votes Against
|
|
Common Stock
Abstentions
|
|
Common Stock
Broker Non-Votes
|
35,218,583
|
|
2,781,142
|
|
113,228
|
|
—
|
Proposal 3.B. To provide that holders of
shares of Class A Common Stock will be entitled to one vote per share on all matters to be voted upon by the stockholders, and holders
of shares of Class B Common Stock will be entitled to ten votes per share on all matters to be voted upon by the stockholders.
Common Stock
Votes For
|
|
Common Stock
Votes Against
|
|
Common Stock
Abstentions
|
|
Common Stock
Broker Non-Votes
|
34,090,444
|
|
3,920,142
|
|
102,367
|
|
—
|
|
|
|
|
|
|
|
Proposal 3.C. To provide that any amendment
to the amended and restated bylaws of New Archer will require either the approval of New Archer’s board of directors or an affirmative
vote the holders of at least 66 2∕3% of the voting power of New Archer’s then-outstanding shares of capital stock entitled
to vote generally in an election of directors, voting together as a single class.
Common Stock
Votes For
|
|
Common Stock
Votes Against
|
|
Common Stock
Abstentions
|
|
Common Stock
Broker Non-Votes
|
35,163,863
|
|
2,863,122
|
|
85,968
|
|
—
|
|
|
|
|
|
|
|
Proposal 3.D. To provide that any amendment
to certain provisions of the Proposed Charter will require an affirmative vote of the holders of at least 66 2∕3% of the voting
power of New Archer’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together
as a single class.
Common Stock
Votes For
|
|
Common Stock
Votes Against
|
|
Common Stock
Abstentions
|
|
Common Stock
Broker Non-Votes
|
35,175,176
|
|
2,855,670
|
|
82,107
|
|
—
|
|
|
|
|
|
|
|
Each of the Governance Proposals 3.A through 3.D
(inclusive) was approved, having received “For” votes from holders of at least 50.1% of the outstanding shares of Common Stock
represented in person or by proxy at the Special Meeting.
Proposal 4. The NYSE Proposal - To consider
and vote upon a proposal to adopt and approve the issuance of 2,244,780 shares of Class A common stock and up to 215,995,224 shares of
Class B common stock, in the Business Combination, as well as the issuance and sale of 60,000,000 shares of Class A common stock in the
Pipe financing (as described in the Proxy Statement) to comply with Section 312.03(c) of the NYSE Listed Company Manual (Class A Common
Stock and Class B Common Stock, voting together as a single class).
Common Stock
Votes For
|
|
Common Stock
Votes Against
|
|
Common Stock
Abstentions
|
|
Common Stock
Broker Non-Votes
|
36,263,989
|
|
1,739,931
|
|
109,033
|
|
—
|
|
|
|
|
|
|
|
The NYSE Proposal was approved, having received
“For” votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at
the Special Meeting.
Proposal 5. The Equity Incentive Plan Proposal
- To consider and vote upon a proposal to approve the 2021 Equity Incentive Plan (Class A Common Stock and Class B Common Stock, voting
together as a single class):
Common Stock
Votes For
|
|
Common Stock
Votes Against
|
|
Common Stock
Abstentions
|
|
Common Stock
Broker Non-Votes
|
34,880,748
|
|
3,079,940
|
|
152,265
|
|
—
|
|
|
|
|
|
|
|
The Equity Incentive Plan Proposal was approved,
having received “For” votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person
or by proxy at the Special Meeting.
Proposal 6. The Employee Stock Purchase Plan
Proposal - To consider and vote upon a proposal to approve the 2021 Employee Stock Purchase Plan (Class A Common Stock and Class B
Common Stock, voting together as a single class):
Common Stock
Votes For
|
|
Common Stock
Votes Against
|
|
Common Stock
Abstentions
|
|
Common Stock
Broker Non-Votes
|
37,475,258
|
|
506,744
|
|
130,951
|
|
—
|
|
|
|
|
|
|
|
The Employee Stock Purchase Plan Proposal was
approved, having received “For” votes from holders of at least 50.1% of the outstanding shares of Common Stock represented
in person or by proxy at the Special Meeting.
Proposal 7. The Adjournment Proposal - To
consider and vote upon 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 to approve one
or more proposals at the Special Meeting (Class A Common Stock and Class B Common Stock, voting together as a single class):
Common Stock
Votes For
|
|
Common Stock
Votes Against
|
|
Common Stock
Abstentions
|
|
Common Stock
Broker Non-Votes
|
36,238,257
|
|
1,779,901
|
|
94,795
|
|
—
|
|
|
|
|
|
|
|
Because
there were sufficient votes at the time of the Special Meeting to approve each of the above Proposals No. 1 through No. 6 (inclusive),
a vote on the proposal to adjourn the Special Meeting to solicit additional proxies if there were not sufficient votes at the time of
the Special Meeting to approve one or more proposals at the Special Meeting, while approved,
was not necessary or applicable.
Based on the results
of the Special Meeting, and subject to the satisfaction or waiver of the remaining closing conditions, as described in the Proxy Statement,
the Business Combination is expected to be consummated on September 16, 2021. Following the consummation of the Business Combination,
the common stock and warrants of New Archer are expected to begin trading on the New York Stock Exchange under the symbols “ACHR”
and “ACHR WS,” respectively, on September 17, 2021.