NET ELEMENT Item 3.02 Unregistered Sales of
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its special meeting of stockholders on
The matters voted upon at the Company's 2021 Special Meeting and the results of such voting are set forth below:
Proposal 1: To approve the Merger, and its accompanying transactions, and adopt
the Merger Agreement whereby the Merger Sub will merge with and into Mullen,
with Mullen surviving the Merger as a wholly owned subsidiary of
For Against Abstain Broker Non-Vote
3,076,456 20,033 2,262 0 Proposal 1 was approved.
Proposal 2: To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to change the par value and to increase the number
of authorized shares of common stock from 100,000,000 shares, par value
For Against Abstain Broker Non-Vote
3,037,887 46,887 13,977 0 Proposal 2 was approved.
Proposal 3: To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation (a) to change the par value and increase the number
of authorized shares of preferred stock from 1,000,000, par value
For Against Abstain Broker Non-Vote
2,920,004 161,547 17,200 0
Proposal 3 was approved.
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Proposal 4: To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to amend Article VII to lower the required vote for stockholders to adopt, amend, alter or repeal the Bylaws of the Corporation to a majority vote standard down from a sixty-six and two-thirds percent standard.
For Against Abstain Broker Non-Vote
2,832,118 253,490 13,143 0 Proposal 4 was not approved.
Proposal 5: To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to amend Article XI to lower the required vote for stockholders to amend or repeal Article XI or Article VII to a majority vote standard down from a sixty-six and two-thirds percent standard.
For Against Abstain Broker Non-Vote
2,828,372 257,011 13,368 0 Proposal 5 was not approved.
Proposal 6: To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to classify the Board of Directors.
For Against Abstain Broker Non-Vote
2,756,978 327,286 14,487 0 Proposal 6 was approved.
Proposal 7: To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to make other changes, including (i) to remove the
restriction on the right for stockholders to act by written consent and (ii) to
change the post-combination Company's name to "
For Against Abstain Broker Non-Vote
2,861,895 230,092 6,764 0
Proposal 7 was approved.
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Proposal 8: To approve the transaction whereby
For Against Abstain Broker Non-Vote
3,070,439 20,644 7,668 0 Proposal 8 was approved.
Proposal 9: To approve, for purposes of complying with applicable listing
requirements of Nasdaq: (i) the issuance and sale of shares of our Common Stock,
Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock
(and the shares of Common Stock underlying such shares of Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock) to shareholders of
Mullen pursuant to the Merger; (ii) the issuance of additional shares of Series
C Preferred Stock and warrants (and the Common Stock underlying such Series C
Preferred Stock and warrants) to certain security holders of Mullen upon
exercise of certain additional investment rights held by such holders; (iii) the
issuance of shares of Common Stock issuable upon exercise of warrants assumed by
the Company pursuant to the Merger; (iv) the issuance of additional shares of
Common Stock in the private placement pursuant to a financing relationship with
Esousa and (v) the issuance of shares to
For Against Abstain Broker Non-Vote
3,051,794 29,988 16,969 0 Proposal 9 was approved.
Proposal 10: To elect, subject to and upon the effectuation of the Merger at closing of the Merger, seven directors of the Company to serve until the Annual Meeting of the year noted next to their respective Class name and until their respective successors are duly elected and qualified, subject to such directors' earlier death, resignation, retirement, disqualification or removal.
Name of Director For Withheld Broker Non-Vote David Michery (Class I - 2022) 3,021,736 77,015 0 Jerry Alban (Class I - 2022) 2,877,795 220,956 0 Mary Winter Class I - 2022) 2,998,668 100,083 0 Kent Puckett (Class II - 2023) 3,002,961 95,790 0 Mark Betor (Class II - 2023) 3,064,830 33,921 0 William Miltner (Class III - 2024) 3,072,420 26,331 0 Jonathan New (Class III - 2024) 3,068,497 30,254 0
All director nominees were duly elected.
Proposal 11: To approve, on a non-binding advisory basis, the severance and
change-in-control agreement between
For Against Abstain Broker Non-Vote
3,064,101 12,251 22,399 0
Proposal 11 was approved.
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Proposal 12: To approve an amendment to our 2013 Equity Incentive Plan, as amended (the "Plan"), to increase the number of shares of the Company's Common Stock available for issuance thereunder by 6,339,500 shares of Common Stock resulting in an aggregate of 7,500,000 shares authorized for issuance under the Plan.
For Against Abstain Broker Non-Vote
2,663,999 414,406 20,346 0 Proposal 12 was approved.
Proposal 13: If necessary, to approve the adjournment of the special meeting to a later date or dates to permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the above proposals.
For Against Abstain Broker Non-Vote
3,008,637 82,198 7,916 0 Proposal 13 was approved.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this communication may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by such words as "aim", "anticipate," "believe," "continue," "could," "estimate," "evolve," "expect," "forecast," "intend," "looking ahead," "may," "opinion," "plan," "possible," "potential," "project," "should," "will," and variations of such words and other similar expressions.
These forward-looking statements are only predictions based on current
expectations and assumptions and are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. There are
important factors that could cause actual results to differ materially from the
results expressed or implied by forward-looking statements, including (i) the
risk factors set forth under "Risk Factors" in Part I, Item 1A of Insight's
Annual Report on Form 10-K for the fiscal year ended
• the failure of the Company to effectuate the Private Placement or the
Divestiture (each as defined in the Restated Merger Agreement) anticipated to
consummate the Merger and/or the transactions as contemplated in the Restated
Merger Agreement;
• the failure of the Company to obtain the listing of the Company shares of
common stock on the Nasdaq Capital Market after the change of control due to
the Merger;
• the failure to consummate or a delay in the consummation of the Merger and/or
the transactions contemplated in the Restated Merger Agreement for other
reasons;
• the timing to consummate the Merger and/or the transactions contemplated in
the Restated Merger Agreement;
• the risk that a condition to the consummation of the Merger and/or the
transactions contemplated in the Restated Merger Agreement may not be
satisfied or waived;
• unexpected costs or liabilities in connection with the consummation of the
Merger and/or the transactions contemplated in the Restated Merger Agreement;
• operating costs, customer loss and business disruptions arising from the
Merger and/or the transactions contemplated in the Restated Merger Agreement
and the pendency or consummation thereof (including, without limitation,
difficulties in maintaining relationships with employees, customers, clients
or suppliers), which may be greater than expected;
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• uncertainties surrounding the transaction;
• other adverse economic, business, and/or competitive factors; and
• other risks to consummation of the transaction, including circumstances that
could give rise to the termination of the Restated Merger Agreement and the
risk that the transaction will not be consummated within the expected time
period, without undue delay, cost or expense, or at all.
All forward-looking statements are qualified by, and should be considered in conjunction with, these cautionary statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which such statements are made. Except as required by applicable law, neither the Company nor Mullen undertakes any obligation to update forward-looking statements to reflect events or circumstances arising after such date.
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