ZANE ACQU Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The Company's stockholders voted on the following proposals at the Special
Meeting, each of which was approved. Detailed descriptions of each proposal are
included in the Company's definitive proxy statement filed with the
1. The Business Combination Proposal - A proposal to adopt the Business
Combination Agreement, dated as of December 21, 2021 (the "Business
Combination Agreement"), by and among the Company, Embraer S.A., a Brazilian
corporation (sociedade anônima) ("Embraer"), EVE UAM, LLC , a Delaware limited
liability company and a direct wholly owned subsidiary of Embraer ("Eve"),
and Embraer Aircraft Holding, Inc. , a Delaware corporation and a subsidiary
of Embraer ("EAH"), and approve the transactions contemplated by the Business
Combination Agreement (the "business combination"), which provides that,
among other things, EAH, as the sole beneficial and record holder of all of
the issued and outstanding equity interests of Eve as of immediately prior to
the closing of the business combination (the "Closing"), will contribute and
transfer to Zanite, and Zanite will receive from EAH, all of the issued and
outstanding equity interests of Eve, as consideration and in exchange for the
issuance and transfer by Zanite to EAH of 220,000,000 shares of common stock
of Zanite at the Closing:
FOR AGAINST ABSTAIN BROKER NON-VOTES
19,737,816 1,546,665 2,636 N/A
2. Charter Amendment Proposals - A proposal to amend and restate, and further
amend, the Company's certificate of incorporation, dated November 16, 2020
(the "Current Charter"), as follows (such amended and restated and further
amended certificate of incorporation referred to herein as the "Proposed
Charter"):
(A) Charter Amendment Proposal A - A proposal to approve and adopt the
Proposed Charter (other than the proposals addressed in Charter
Amendment Proposal B), which, if approved, would amend and restate the
Current Charter, and which, if approved, would take effect upon the
Closing:
FOR AGAINST ABSTAIN BROKER NON-VOTES
19,706,504 1,546,770 33,843 N/A
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(B) Charter Amendment Proposal B - A proposal to approve and adopt a
proposed amendment to the Proposed Charter to (i) increase the number
of authorized shares of Class A common stock from 100,000,000 to
1,000,000,000, which will become shares of common stock, par value of
$0.001 per share, of the combined company upon the Closing, and the
total number of authorized shares of common stock from 111,000,000 to
1,000,000,000 and (ii) provide that the number of authorized shares of
any class of common stock or preferred stock may be increased or
decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of
the stock of the Company entitled to vote, irrespective of the
provisions of Section 242(b)(2) of the General Corporation Law of the
State of Delaware (the "DGCL"), which, if approved, will both be in
effect upon the Closing:
Vote of Class A common stock and Class B common stock, voting as a single class:
FOR AGAINST ABSTAIN BROKER NON-VOTES 19,696,545 1,585,924 4,648 N/A
Vote of Class A common stock as a class:
FOR AGAINST ABSTAIN BROKER NON-VOTES 13,946,545 1,585,924 4,648 N/A
3. Proposal No. 3 - The Advisory Charter Proposals - A proposal to approve and
adopt, on a non-binding advisory basis, certain governance provisions in the
Proposed Charter, which were presented separately in accordance with the SEC
guidance to give stockholders the opportunity to present their separate views
on important corporate governance provisions, as six sub-proposals:
(A) Proposal No. 3(A) - A proposal to increase the total number of
authorized shares of stock to 1,100,000,000 shares, consisting of (i)
1,000,000,000 shares of common stock and (ii) 100,000,000 shares of
preferred stock, par value $0.0001 per share:
FOR AGAINST ABSTAIN BROKER NON-VOTES
18,428,830 2,352,499 505,788 N/A
(B) Proposal No. 3(B) - A proposal to provide that the number of
authorized shares of any class of common stock or preferred stock may
be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority
of the stock of the Company entitled to vote, irrespective of the
provisions of Section 242(b)(2) of the DGCL:
FOR AGAINST ABSTAIN BROKER NON-VOTES 19,227,078 1,554,138 505,901 N/A
(C) Proposal No. 3(C) - A proposal to require the affirmative vote of the
holders of at least two-thirds of the total voting power of all the
then outstanding shares of capital stock of the Company entitled to
vote thereon, voting together as a single class to (1) make amendments
to certain provisions of the Proposed Charter (Article THIRTEENTH (A))
and (2) amend the proposed bylaws (as defined in the Proxy Statement)
(Article SIXTH (F)):
FOR AGAINST ABSTAIN BROKER NON-VOTES
19,231,704 1,550,368 505,045 N/A
(D) Proposal No. 3(D) - A proposal to provide that any action required or
permitted to be taken by the stockholders of the Company may be taken
by written consent until the time the issued and outstanding shares of
common stock owned by Embraer Entities (as defined in the Proxy
Statement) represent less than 50% of the voting power of the then
outstanding shares of capital stock of the Company:
FOR AGAINST ABSTAIN BROKER NON-VOTES 19,231,383 1,550,992 504,742 N/A
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(E) Proposal No. 3(E) - A proposal to elect not to be governed by
Section 203 of the DGCL relating to business combinations with
interested stockholders:
FOR AGAINST ABSTAIN BROKER NON-VOTES 19,201,275 1,550,721 535,121 N/A
(F) Proposal No. 3(F) - A proposal to provide for certain additional
changes, including, among other things, (i) changing the post-business
combination company's corporate name from "Zanite Acquisition Corp. "
to "Eve Holding, Inc. ", (ii) making the Company's corporate existence
perpetual and (iii) removing certain provisions related to the
Company's status as a blank check company that will no longer apply
upon consummation of the business combination, all of which the
Company's board of directors believes are necessary to adequately
address the needs of the post-business combination Company:
FOR AGAINST ABSTAIN BROKER NON-VOTES 19,236,316 1,547,258 503,543 N/A
4. The Stock Issuance Proposal - A proposal to approve, for purposes of
complying with applicable listing rules of the Nasdaq Stock Market
("Nasdaq"), (x) the issuance of more than 20% of the Company's issued and
outstanding common stock in connection with the business combination,
consisting of the issuance of (i) shares of common stock to EAH pursuant to
the terms of the Business Combination Agreement and (ii) shares of common
stock to the PIPE Investors (as defined in the Proxy Statement) in connection
with the PIPE Investment (as defined in the Proxy Statement), plus any
additional shares of common stock or securities convertible into shares of
common stock pursuant to Subscription Agreements (as defined in the Proxy
Statement) or similar arrangements that the Company may enter into prior to
the Closing, and (y) the issuance of shares of common stock to EAH in
connection with the business combination and the PIPE Investment that would
result in EAH owning more than 20% of our outstanding common stock, or more
than 20% of the voting power, which could constitute a "change of control"
under Nasdaq rules:
FOR AGAINST ABSTAIN BROKER NON-VOTES
19,702,317 1,549,415 35,385 N/A
5. The Incentive Plan Proposal - A proposal to approve and adopt the Eve
Holding, Inc. 2022 Stock Incentive Plan: FOR AGAINST ABSTAIN BROKER NON-VOTES 18,433,074 2,847,462 6,581 N/A 6. The Director Election Proposal - A proposal to elect seven directors to serve staggered terms on our board of directors until the 2023, 2024 and 2025 annual meeting of stockholders, respectively, or until such directors' successors have been duly elected and qualified, or until such directors' earlier death, resignation, retirement or removal: NOMINEES FOR WITHHELD BROKER NON-VOTES Sergio Pedreiro 19,736,383 1,550,734 N/A
(Class I - Term ending in 2023)
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Paul Eremenko 19,736,260 1,550,857 N/A
(Class II - Term ending in 2024)
Michael Amalfitano 19,736,274 1,550,843 N/A
(Class III - Term ending in 2025)
Kenneth C. Ricci 19,736,474 1,550,643 N/A
(Class III - Term ending in 2025)
The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies was deemed not necessary and not acted upon at the Special Meeting.
A total of 21,087,868 shares of Class A common stock were presented for
redemption in connection with the Special Meeting. As a result, there will be
approximately
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy Statement,
the business combination is expected to be consummated on
Item 8.01 Other Events.
Attached as Exhibit 99.1 is a press release, dated as of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release, datedMay 6, 2022 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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