Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 27, 2021, Star Peak Energy Transition
Corp. (the “Company” or, after giving effect to the merger, “New Stem”) held a special
meeting in lieu of the 2021 annual meeting of stockholders (the “Special Meeting”) as a virtual meeting, conducted
via live webcast, in connection with the proposed business combination by and among the Company, STPK Merger Sub Corp., a Delaware corporation
(“Merger Sub”), and Stem, Inc. (“Stem”), as described in the Company’s definitive
proxy statement/consent solicitation statement/prospectus filed with the U.S. Securities and Exchange Commission and mailed to stockholders
on March 30, 2021 (the “Proxy Statement”). Each proposal (individually a “Proposal”
and, collectively, the “Proposals”) voted upon at the Special Meeting and the final voting results are indicated
below. Each Proposal voted on at the Special Meeting is described in detail in the Proxy Statement.
As of the close of business on March 4, 2021,
the record date for the Special Meeting, there were approximately 38,358,504 shares of Class A common stock, par value $0.0001 per
share (the “Class A Common Stock”), and 9,589,626 shares of 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 28,615,572 shares of Common Stock, representing approximately 59.68% of the
outstanding shares of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum.
1. The Business Combination Proposal – To consider and
vote upon a proposal to approve the Agreement and Plan of Merger, dated as of December 3, 2020 (as it may be amended and/or restated from
time to time, the “Merger Agreement”), by and among the Company, Merger Sub and Stem, and the transactions contemplated
thereby, pursuant to which Merger Sub will merge with and into Stem with Stem surviving the merger as a wholly owned subsidiary of the
Company (the “Merger”) (Class A Common Stock and Class B Common Stock, voting together as a single class):
Proposal No.
|
Common Stock
Votes For
|
Common Stock
Votes Against
|
Common Stock
Abstentions
|
Broker
Non-Votes
|
1.
|
28,576,902
|
30,502
|
8,168
|
0
|
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.
2. The Charter Proposals –
(a) Increase of Authorized Shares – To authorize an increase
in the number of authorized shares of New Stem common stock to 500,000,000 and to authorize the issuance of up to 1,000,000 shares of
New Stem preferred stock. (Class A Common Stock and Class B Common Stock, each voting as a separate class):
Charter Proposal
No.
|
Class A Common
Stock Votes For
|
Class A Common
Stock Votes
Against
|
Class A Common
Stock Abstentions
|
Broker
Non-Votes
|
1.
|
18,076,684
|
862,750
|
86,512
|
0
|
Charter Proposal
No.
|
Class B Common
Stock Votes For
|
Class B Common
Stock Votes
Against
|
Class B Common
Stock Abstentions
|
Broker
Non-Votes
|
1.
|
9,589,626
|
0
|
0
|
0
|
The Increase of Authorized Shares 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, and at least 50.1%
of the Class B Common Stock, voting separately.
(b) Elimination of Class B Common Stock – To approve the
elimination of the Class B Common Stock classification and provide for a single class of common stock (Class A Common Stock and
Class B Common Stock, each voting as a separate class):
Charter Proposal
No.
|
Class A Common
Stock Votes For
|
Class A Common
Stock Votes
Against
|
Class A Common
Stock Abstentions
|
Broker
Non-Votes
|
2.
|
18,766,265
|
223,221
|
36,460
|
0
|
Charter Proposal
No.
|
Class B Common
Stock Votes For
|
Class B Common
Stock Votes
Against
|
Class B Common
Stock Abstentions
|
Broker
Non-Votes
|
2.
|
9,589,626
|
0
|
0
|
0
|
The Elimination of Class B Common Stock 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, and at least
50.1% of the Class B Common Stock, voting separately.
(c) No Class Vote on Changes in Authorized Number of Shares of Stock
– To provide that the number of authorized shares of common stock or preferred stock may be increased or decreased by the affirmative
vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote thereon irrespective of the
provisions of Section 242(b)(2) of the Delaware General Corporation Law (Class A Common Stock and Class B Common Stock, each voting
as a separate class):
Charter Proposal
No.
|
Class A Common
Stock Votes For
|
Class A Common
Stock Votes
Against
|
Class A Common
Stock Abstentions
|
Broker
Non-Votes
|
3.
|
18,725,564
|
214,879
|
86,503
|
0
|
Charter Proposal
No.
|
Class B Common
Stock Votes For
|
Class B Common
Stock Votes
Against
|
Class B Common
Stock Abstentions
|
Broker
Non-Votes
|
3.
|
9,589,626
|
0
|
0
|
0
|
The No Class Vote on Changes in Authorized Number of Shares of Stock
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, and at least 50.1% of the Class B Common Stock, voting separately.
(d) Removal of Directors – To provide that any director,
or the entire board, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 66 2∕3%
of the voting power of the stock outstanding and entitled to vote thereon (Class A Common Stock and Class B Common Stock, each
voting as a separate class):
Charter Proposal
No.
|
Class A Common
Stock Votes For
|
Class A Common
Stock Votes
Against
|
Class A Common
Stock Abstentions
|
Broker
Non-Votes
|
4.
|
17,141,242
|
1,828,869
|
55,835
|
0
|
Charter Proposal
No.
|
Class B Common
Stock Votes For
|
Class B Common
Stock Votes
Against
|
Class B Common
Stock Abstentions
|
Broker
Non-Votes
|
4.
|
9,589,626
|
0
|
0
|
0
|
The Removal of Directors 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, and at least 50.1% of the Class B Common
Stock, voting separately.
(e) Amendments to Waiver of Corporate Opportunities Prospective
Only – To provide that amendments to the Company’s waiver of corporate opportunities will only be prospective only and
provide certain other clarificatory amendments to the waiver of corporate opportunities provision (Class A Common Stock and Class
B Common Stock, each voting as a separate class):
Charter Proposal
No.
|
Class A Common
Stock Votes For
|
Class A Common
Stock Votes
Against
|
Class A Common
Stock Abstentions
|
Broker
Non-Votes
|
5.
|
17,329,762
|
1,569,738
|
126,446
|
0
|
Charter Proposal
No.
|
Class B Common
Stock Votes For
|
Class B Common
Stock Votes
Against
|
Class B Common
Stock Abstentions
|
Broker
Non-Votes
|
5.
|
9,589,626
|
0
|
0
|
0
|
The Amendments to Waiver of Corporate Opportunities Prospective Only
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, and at least 50.1% of the Class B Common Stock, voting separately.
(f) Supermajority Provisions of the Charter and Bylaws –
To require the vote of 66 2∕3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single
class, shall be required to adopt, amend or repeal the bylaws or any provision of the Proposed Charter inconsistent with Section 5.2 of
Article V (classification of the board of directors), Article VI (Stockholder Action), Article VIII (Amendment), Article IX (Liability
of Directors), Article X (Corporate Opportunity) or Article XI (Forum for Adjudication of Disputes) of the Company (Class A Common
Stock and Class B Common Stock, each voting as a separate class):
Charter Proposal
No.
|
Class A Common
Stock Votes For
|
Class A Common
Stock Votes
Against
|
Class A Common
Stock Abstentions
|
Broker
Non-Votes
|
6.
|
17,168,971
|
1,794,813
|
62,162
|
0
|
Charter Proposal
No.
|
Class B Common
Stock Votes For
|
Class B Common
Stock Votes
Against
|
Class B Common
Stock Abstentions
|
Broker
Non-Votes
|
6.
|
9,589,626
|
0
|
0
|
0
|
The Supermajority Provisions of the Charter and Bylaws Provisions Relating
to the Directors 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, and at least 50.1% of the Class B Common Stock, voting separately.
(g) Replacement of the Existing Charter – Approval, conditioned
upon the approval of (a) through (f) above, of the proposal to approve the Proposed Charter, which includes the approval of all other
changes in the Proposed Charter in connection with replacing the existing charter with the Proposed Charter as of the closing of the Merger
and all other changes contained therein, including changing the name of the Company from “Star Peak Energy Transition Corp.”
to “Stem, Inc.” as of the closing of the Merger (Class A Common Stock and Class B Common Stock, each voting as a separate
class):
Charter Proposal
No.
|
Class A Common
Stock Votes For
|
Class A Common
Stock Votes
Against
|
Class A Common
Stock Abstentions
|
Broker
Non-Votes
|
7.
|
18,886,571
|
74,700
|
64,675
|
0
|
Charter Proposal
No.
|
Class B Common
Stock Votes For
|
Class B Common
Stock Votes
Against
|
Class B Common
Stock Abstentions
|
Broker
Non-Votes
|
7.
|
9,589,626
|
0
|
0
|
0
|
The Replacement of the Existing 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, and at least 50.1% of the Class B Common Stock, voting separately.
3. The NYSE Proposal – To consider and vote upon a proposal
to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange: (i) the issuance of shares of New
Stem Common Stock immediately following the consummation of the merger pursuant to the PIPE Agreements; (ii) the issuance of shares of
New Stem common stock pursuant to the Merger Agreement; and (iii) the related change of control of the Company that will occur in connection
with consummation of the Merger and the other transactions contemplated by the Merger Agreement and PIPE Agreements (Class A Common Stock
and Class B Common Stock, voting together as a single class):
Proposal No.
|
Common Stock
Votes For
|
Common Stock
Votes Against
|
Common Stock
Abstentions
|
Broker
Non-Votes
|
3.
|
28,490,710
|
68,942
|
55,920
|
0
|
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.
4. The Incentive Plan Proposal – To consider and vote
upon a proposal to approve and adopt the New Stem 2021 Equity Incentive Plan (Class A Common Stock and Class B Common Stock, voting together
as a single class):
Proposal No.
|
Common Stock
Votes For
|
Common Stock
Votes Against
|
Common Stock
Abstentions
|
Broker
Non-Votes
|
4.
|
26,770,143
|
1,674,046
|
171,383
|
0
|
The 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.
As there were sufficient votes at the time of the Special Meeting to
approve each of the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.