Submission of Matters to a Vote of Security Holder.

On August 11, 2021, Bowl America Incorporated (the 'Company') held a special meeting of its stockholders (the 'Special Meeting') to consider and vote upon several matters in connection with its pending merger (the 'merger') with Bowlero Corp., a Delaware corporation ('Parent'), pursuant to the Agreement and Plan of Merger, dated as of May 27, 2021, by and among the Company, Parent and Potomac Merger Sub, Inc. (the 'Merger Agreement'). The Merger Agreement and the transactions contemplated thereby are described in more detail in the definitive proxy statement, dated July 13, 2021, filed by the Company with the Securities and Exchange Commission.

At the Special Meeting, holders of the Company's Class A and Class B Common Stock were asked to vote upon: (1) the approval of the merger of Merger Sub with and into the Company with the Company surviving as an indirect wholly-owned subsidiary of Parent (the 'Merger') pursuant to the Merger Agreement ('Proposal 1'); and (2) an advisory (non-binding) vote to approve certain items of compensation that are based on or otherwise related to the merger that may become payable to the Company's named executive officer under an existing agreement with the Company ('Proposal 2'). As there were sufficient votes at the time of the Special Meeting to approve Proposal 1 and Proposal 2, the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting was rendered moot and was not submitted for a vote.

1. Proposal 1: Approval of the Merger pursuant to the Merger Agreement:

Approval of the Proposal 1, the Merger pursuant to the Merger Agreement proposal, required the affirmative vote of at least a majority of the aggregate number of votes entitled to be cast by holders of the Company's Class A and B Common Stock, voting together as a single class, as of the close of business on July 12, 2021, the record date for the Special Meeting. Stockholders approved Proposal 1, voting as follows:

For

Against

Abstain

15,578,154

696,305

1,485

Proposal 2: Advisory (Non-Binding) Compensation Proposal:

Approval of Proposal 2, the advisory (non-binding) compensation proposal, required the affirmative vote of a majority of the aggregate number of votes cast by holders of shares of Common Stock, voting together as a single class, as of the close of business on July 12, 2021, the record date for the Special Meeting. Stockholders approved Proposal 2, voting as follows:

FOR

AGAINST

ABSTAIN

15,445,598

828,920

1,425

The Company expects to consummate the merger on or about August 16, 2021.

2

Attachments

  • Original document
  • Permalink

Disclaimer

Bowl America Inc. published this content on 11 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2021 20:37:15 UTC.