Item 5.07 Submission of Matters to
a Vote of Security Holders
On August 25, 2021, Good Works Acquisition
Corp. (“Good Works”) held a special meeting of its stockholders (the “Special Meeting”), at which holders of
13,938,274 shares of common stock, par value $0.001 per share, representing 64.896% of the voting power of Good Work’s common
stock as of the July 27, 2021 record date, and constituting a quorum for the transaction of business, were present in person or by
proxy. The proposals listed below are described in more detail in the definitive proxy statement/prospectus of Good Works which was
filed with the Securities and Exchange Commission (the “SEC”) on August 2, 2021 (the “Proxy Statement”). A
summary of the voting results at the Special Meeting is set forth below:
The shareholders
approved the Business Combination Proposal, the Charter Amendment Proposals, the Incentive Plan Proposal, the Director Election Proposal
and the Nasdaq Proposal (each as defined in the Proxy Statement).
The voting results for each proposal
were as follows:
The Business Combination Proposal:
|
For
|
|
Against
|
|
Abstain
|
|
12,251,504
|
|
1,686,004
|
|
766
|
Charter Amendment Proposal A:
|
For
|
|
Against
|
|
Abstain
|
|
12,208,635
|
|
1,717,972
|
|
11,667
|
Charter Amendment Proposal B:
|
For
|
|
Against
|
|
Abstain
|
|
12,006,878
|
|
1,925,664
|
|
5,732
|
Charter Amendment Proposal C:
|
For
|
|
Against
|
|
Abstain
|
|
11,975,712
|
|
1,958,153
|
|
4,409
|
Charter Amendment Proposal D:
|
For
|
|
Against
|
|
Abstain
|
|
12,003,233
|
|
1,927,699
|
|
7,342
|
Charter Amendment Proposal E:
|
For
|
|
Against
|
|
Abstain
|
|
12,271,520
|
|
1,659,547
|
|
7,207
|
The Incentive Plan Proposal:
|
For
|
|
Against
|
|
Abstain
|
|
12,066,303
|
|
1,854,788
|
|
17,183
|
The Director Election Proposal:
|
Class I Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Caitlin Long
|
|
For: 12,763,439
|
|
Against: 1,041,593
|
|
Abstain: 133,342
|
|
|
|
|
|
|
|
|
|
Robert Dykes
|
|
For: 12,765,121
|
|
Against: 1,038,934
|
|
Abstain: 134,219
|
|
|
|
|
|
|
|
|
|
Class II Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holly Morrow Evans
|
|
For: 12,753,949
|
|
Against: 1,044,718
|
|
Abstain: 139,607
|
|
|
|
|
|
|
|
|
|
James Newsome
|
|
For: 12,758,218
|
|
Against: 1,040,437
|
|
Abstain: 139,619
|
|
|
|
|
|
|
|
|
|
Wesley Williams
|
|
For: 12,759,887
|
|
Against: 1,038,768
|
|
Abstain: 139,619
|
|
|
|
|
|
|
|
|
|
Class III Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tyler Page
|
|
For: 12,753,377
|
|
Against: 1,043,288
|
|
Abstain: 141,609
|
|
|
|
|
|
|
|
|
|
Cary Grossman
|
|
For: 12,753,382
|
|
Against: 1,044,723
|
|
Abstain: 140,169
|
The Nasdaq Proposal:
|
For
|
|
Against
|
|
Abstain
|
|
12,271,806
|
|
1,660,384
|
|
6,084
|
As there were sufficient
votes to approve the above proposal, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.
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 transactions (the “Transactions”)
contemplated by that certain Agreement and Plan of Merger, dated as of March 4, 2021, by and among Currency Merger Sub, Inc., Good Works
and Cipher Mining Technologies Inc. (“Cipher”), including the Business Combination (as such term is defined in the Proxy Statement),
are expected to be consummated on or about August 26, 2021. Following the consummation of the Transactions, the common stock and warrants
of New Cipher (as such term is defined in the Proxy Statement) are expected to begin trading on The Nasdaq Stock Market under the ticker
symbols “CIFR” and “CIFRW”, respectively, on August 27, 2021.
Additional Information
and Where to Find It
In connection with
the proposed business combination between Good Works and Cipher, the registration statement on Form S-4 has been declared effective by
the SEC. That registration statement includes the related Proxy Statement of Good Works with respect to Good Works’ Special Meeting.
Good Works’ stockholders and other interested persons are advised to read the registration statement and the related Proxy Statement
and any documents filed in connection therewith, as these materials will contain important information about Cipher, Good Works, and the
proposed Business Combination. The definitive Proxy Statement and related materials were mailed to Good Works’ stockholders who
were holders of record as of July 27, 2021.
Investors and security
holders may obtain free copies of the Proxy Statement and all other relevant documents filed with the SEC by Good Works through the website
maintained by the SEC at www.sec.gov. In addition, the documents filed by Good Works may be obtained free of charge by directing a request
to Good Works Acquisition Corp., 4265 San Felipe, Suite 603, Houston, TX 77027, attention: Cary Grossman.
Disclaimer
This communication
is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy,
any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there
be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.