Big Cypress Acquisition Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 20, 2021, Big Cypress Acquisition Corp. (“Big Cypress” or the “Company”) held a special meeting (the “Special Meeting”) of the stockholders of the Company virtually via live webcast at https://www.cstproxy.com/bigcypressaccorp/2021, at which holders of 11,825,012 shares of common stock were present in person or by proxy, representing 79.94% of the voting power of the shares of the Company’s common stock as of September 17, 2021, the record date for the Special Meeting (stockholders of record as of the close of business on the record date are referred to herein as “Stockholders”). Each of the proposals listed below is described in more detail in the Company’s definitive proxy statement/prospectus filed with the United States Securities and Exchange Commission on September 24, 2021 (the “Proxy Statement”). A summary of the voting results at the Special Meeting for each of the proposals is set forth below:
Proposal No. 1: The Stockholders approved and adopted Agreement and Plan of Merger, dated as of June 21, 2021, as amended August 12, 2021 (the “Merger Agreement”), by and among Big Cypress, Big Cypress Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Big Cypress, and SAB Biotherapeutics, Inc., a Delaware corporation (“SAB Biotherapeutics”), and the transactions contemplated thereby, which will ultimately result in SAB Biotherapeutics becoming a wholly-owned direct subsidiary of the Company. The voting results for this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 11,622,247 | 202,765 | 0 | N/A |
Proposal No. 2: The Stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation, which are reflected in the proposed Second Amended and Restated Certificate of Incorporation of Big Cypress (the “Proposed Charter”) (which, if approved, would take effect upon consummation of the Business Combination) the full text of which is attached to the Proxy Statement as Annex C. The voting results for this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 11,420,247 | 202,765 | 202,000 | N/A |
Proposal No. 3: The Stockholders approved a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of more than 20% of the issued and outstanding shares of the Company’s common stock in connection with the transactions contemplated by the Business Combination Agreement, and the potential change of control in connection with the Business Combination. The voting results for this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 11,420,247 | 202,765 | 202,000 | N/A |
Proposal No. 4: The Stockholders approved a proposal to approve and adopt the 2021 Incentive Plan, including the authorization of the initial share reserve thereunder. The voting results for this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 11,237,288 | 385,724 | 202,000 | N/A |
Proposal No. 5: The Stockholders approved a proposal to approve and adopt the Employee Stock Purchase Plan, including the authorization of the initial share reserve thereunder. The voting results for this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 11,417,230 | 204,767 | 203,015 | N/A |
Proposal No. 6: The Stockholders approved the election of the seven directors named in the Proxy Statement to serve, effective upon the closing of the Business Combination, staggered terms on the Board until the 2021, 2022 and 2023 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified.
The voting results with respect to the election of Samuel J. Reich were as follows:
| For | Withhold | Broker Non-Votes | |||
| 11,619,707 | 205,305 | N/A |
The voting results with respect to the election of Jeffrey G. Spragens were as follows:
| For | Withhold | Broker Non-Votes | |||
| 11,620,232 | 204,780 | N/A |
The voting results with respect to the election of Christine Hamilton, MBA were as follows:
| For | Withhold | Broker Non-Votes | |||
| 11,620,730 | 204,282 | N/A |
The voting results with respect to the election of William Polvino, MD were as follows:
| For | Withhold | Broker Non-Votes | |||
| 11,620,232 | 204,780 | N/A |
The voting results with respect to the election of Mervyn Turner, PhD were as follows:
| For | Withhold | Broker Non-Votes | |||
| 11,620,232 | 204,780 | N/A |
The voting results with respect to the election of David Link, MBA were as follows:
| For | Withhold | Broker Non-Votes | |||
| 11,620,232 | 204,780 | N/A |
The voting results with respect to the election of Eddie J. Sullivan, PhD were as follows:
| For | Withhold | Broker Non-Votes | |||
| 11,620,207 | 204,805 | N/A |
Proposal No. 7: The Stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Director Election Proposal. The voting results for this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 10,984,899 | 840,113 | 0 | N/A |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIG CYPRESS ACQUISITION CORP. | ||
| By: | /s/ Samuel J. Reich | |
| Name: | Samuel J. Reich | |
| Title: | Chief Executive Officer & Chief Financial Officer | |
Dated: October 21, 2021