Electrameccanica Vehicles Corp. Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously disclosed, on January 11, 2024, ElectraMeccanica Vehicles Corp., a corporation existing under the laws of the Province of British Columbia (“ElectraMeccanica”), and Xos, Inc., a Delaware corporation (“Xos”), entered into an arrangement agreement (as amended, the “Arrangement Agreement”), pursuant to which Xos will acquire all of the issued and outstanding common shares of ElectraMeccanica (the “ElectraMeccanica Shares”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “BCBCA”).
On March 20, 2024, ElectraMeccanica held a special meeting of shareholders (the “Special Meeting”) at which its shareholders voted on the proposals set forth below, each of which is described in more detail in the joint proxy statement/management information circular on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 13, 2024 (the “Joint Proxy Statement/Circular”).
The final results with respect to each proposal voted on at the Special Meeting are set forth below.
Proposal No. 1: ElectraMeccanica Arrangement Proposal. The proposal to pass a special resolution approving the Plan of Arrangement under Division 5 of Part 9 of the BCBCA involving, among other things, the acquisition by Xos of all of the outstanding ElectraMeccanica Shares, all as more particularly described in the Joint Proxy Statement/Circular (the “ElectraMeccanica Arrangement Proposal”), was passed as follows:
| Votes For | Percent of Votes Cast For | Votes Against | Percent of Votes Cast Against | Abstentions | Broker Non- Votes | ||||||||||||
| 16,559,479 | 86.2% | 2,647,245 | 13.8% | 649,184 | 29,211,688 | ||||||||||||
Proposal No. 2: ElectraMeccanica Advisory Compensation Proposal. The proposal to pass, on an advisory (non-binding) basis, an ordinary resolution approving the compensation that will or may become payable to ElectraMeccanica’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Arrangement Agreement was passed as follows:
| Votes For | Percent of Votes Cast For | Votes Against | Percent of Votes Cast Against | Abstentions | Broker Non- Votes | ||||||||||||
| 15,366,135 | 80.0% | 3,836,773 | 20.0% | 653,000 | 29,211,688 | ||||||||||||
Proposal No. 3: ElectraMeccanica Name Change Proposal. The proposal to pass an ordinary resolution authorizing ElectraMeccanica to amend its notice of articles and articles to change its name to “ElectraMeccanica North America Corp.” was passed as follows:
| Votes For | Percent of Votes Cast For | Votes Against | Percent of Votes Cast Against | Abstentions | Broker Non- Votes | ||||||||||||
| 43,163,200 | 89.0% | 5,332,105 | 11.0% | 572,291 | 0 | ||||||||||||
Proposal No. 4: Adjournment Proposal. The proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional votes in favor of the ElectraMeccanica Arrangement Proposal if there were not sufficient votes at the time of the Special Meeting to approve the ElectraMeccanica Arrangement Proposal, was approved as follows:
| Votes For | Percent of Votes Cast For | Votes Against | Percent of Votes Cast Against | Abstentions | Broker Non- Votes | ||||||||||||
| 42,272,330 | 87.8% | 5,901,199 | 12.2% | 894,067 | 0 | ||||||||||||
Although the vote was taken, no motion to adjourn the Special Meeting was made because the ElectraMeccanica Arrangement Proposal had passed.
SIGNATURES
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.
| Date: March 20, 2024 | ELECTRAMECCANICA VEHICLES CORP. | |
| By: | /s/ Michael Bridge | |
| Michael Bridge | ||
| General Counsel and Corporate Secretary | ||