Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the special meeting of the stockholders of Hawks Acquisition Corp
(the “Company”) held on April 6, 2023 (the “Special Meeting”), a total of 20,381,910 shares of Class A common
stock, par value $0.0001 per share (the “Class A Common Stock”) and 5,482,000 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”), a majority
of the voting power of each of the Company’s issued and outstanding Common Stock, Class A common stock and Class B common stock
held of record at the close of business on February 24, 2023, the record date for the Special Meeting, was represented by proxy, which
constituted a quorum. The stockholders of the Company (the “Stockholders”) voted on the following proposals (collectively,
the “Proposals”), which are described in more detail in the definitive proxy statement of the Company filed with the Securities
and Exchange Commission (the “SEC”) on March 17, 2023 (the “Proxy Statement”).
Proposal No. 1 – The Extension Amendment Proposal –
To adopt an amendment to the Certificate of Incorporation as set forth in Annex A attached to the Proxy Statement (the “First
Charter Amendment”) to extend the date by which the Company has to consummate an initial business combination from April 13, 2023
to December 13, 2023 or such earlier date as the Board may determine (the “Extension Amendment Proposal”).
The final voting results for the Extension Amendment Proposal of the
outstanding shares of Common Stock, voting together as a single class, were as follows:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
22,410,885 |
|
3,453,025 |
|
0 |
|
N/A |
The final voting results for the Extension Amendment Proposal of the
outstanding shares of Class A Common Stock, voting together as a single class, were as follows:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
16,928,885 |
|
3,453,025 |
|
0 |
|
N/A |
The final voting results for the Extension Amendment Proposal of the
outstanding shares of Class B Common Stock, voting together as a single class, were as follows:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
5,482,000 |
|
0 |
|
0 |
|
N/A |
Proposal No. 2 – The Founder Shares Amendment Proposal –
To adopt an amendment to the Certificate of Incorporation as set forth in Annex B attached to the Proxy Statement (the “Second
Charter Amendment”) (the “Founder Shares Amendment Proposal”).
The final voting results for the Founder Shares Amendment Proposal
of the outstanding shares of Common Stock, voting together as a single class, were as follows:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
22,410,885 |
|
3,453,025 |
|
0 |
|
N/A |
The final voting results for the Founder Shares Amendment Proposal
of the outstanding shares of Class A Common Stock, voting together as a single class, were as follows:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
16,928,885 |
|
3,453,025 |
|
0 |
|
N/A |
The final voting results for the Founder Shares Amendment Proposal
of the outstanding shares of Class B Common Stock, voting together as a single class, were as follows:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
5,482,000 |
|
0 |
|
0 |
|
N/A |
Proposal No. 3 – The Advisory Charter Proposals – To
approve, on a non-binding advisory basis, certain governance provisions in the Certificate of Incorporation, which proposals are being
presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important
corporate governance provisions, as two sub-proposals (collectively, the “Advisory Charter Proposals”).
The final voting results for the Advisory Charter Proposals of the
outstanding shares of Common Stock, voting together as a single class, were as follows:
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
Advisory Charter Proposal 3A |
24,119,944 |
|
1,589,029 |
|
154,937 |
|
N/A |
Advisory Charter Proposal 3B |
24,119,944 |
|
1,589,029 |
|
154,937 |
|
N/A |
The final voting results for the Advisory Charter Proposals of the
outstanding shares of Class A Common Stock, were as follows:
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
Advisory Charter Proposal 3A |
18,637,944 |
|
1,589,029 |
|
154,937 |
|
N/A |
Advisory Charter Proposal 3B |
18,637,944 |
|
1,589,029 |
|
154,937 |
|
N/A |
The final voting results for the Advisory Charter Proposals of the
outstanding shares of Class B Common Stock, voting together as a single class, were as follows:
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
Advisory Charter Proposal 3A |
5,482,000 |
|
0 |
|
0 |
|
N/A |
Advisory Charter Proposal 3B |
5,482,000 |
|
0 |
|
0 |
|
N/A |