FAST Acquisition Corp. II 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 September 26, 2023, FAST Acquisition Corp. II, a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) in virtual format. At the Special Meeting, a total of 10,363,268 (or 81.64%) of the Company’s issued and outstanding shares of Class A common stock and Class B common stock held of record as of August 21, 2023, the record date for the Special Meeting, were present or represented by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.
| 1. | The Business Combination Proposal – Proposal to approve the Amended and Restated Agreement and Plan of Merger, dated as of January 31, 2023, as amended by the First Amendment, dated as of June 25, 2023, the Second Amendment, dated as of July 7, 2023, and the Third Amendment, dated as of September 1, 2023 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Falcon’s Beyond Global, LLC, a Florida limited liability company (“FBG”), Falcon’s Beyond Global, Inc., a Delaware corporation and a wholly owned subsidiary of FBG (“Pubco”), and Palm Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”), and the transactions contemplated by the Merger Agreement, pursuant to which (a) the Company will merge with and into Pubco (the “SPAC Merger”), with Pubco surviving as the sole owner of Merger Sub, followed by a contribution by Pubco of all of its cash (except for cash required to pay certain transaction expenses) to Merger Sub to effectuate the “UP-C” structure; and (b) on the date immediately following the SPAC Merger, Merger Sub will merge with and into FBG (the “Acquisition Merger,” and collectively with the SPAC Merger, the “Business Combination”), with FBG as the surviving entity of such merger: |
| For | Against | Abstained | ||
| 9,733,996 | 629,272 | 0 |
| 2. | The Pubco Organizational Documents Advisory Proposals – The following proposals to approve the material differences between the Company’s certificate of incorporation and bylaws and the certificate of incorporation and bylaws of Pubco to be adopted by Pubco in connection with the SPAC Merger, each of which was voted on separately on a non-binding advisory basis: |
| A. | Authorized Capital Stock – Proposal to approve authorized capital stock of Pubco of 500,000,000 shares of Pubco’s Class A common stock, par value $0.0001 per share (“Pubco Class A Common Stock”), 150,000,000 shares of Pubco’s Class B common stock, par value $0.0001 per share (“Pubco Class B Common Stock”), and 30,000,000 shares of preferred stock: |
| For | Against | Abstained | ||
| 8,896,994 | 1,466,274 | 0 |
| B. | Removal of Directors – Proposal to approve a provision that any or all of the directors of Pubco may be removed from office at any time, but only for cause and only by the affirmative vote of holders of 66 2/3% of the voting power of all then-outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors, voting together as a single class: |
| For | Against | Abstained | ||
| 8,896,995 | 1,466,273 | 0 |
| C. | DGCL 203 Opt Out and Replacement – Proposal to approve a provision that Pubco will not be governed by Section 203 of the Delaware General Corporation Law, and instead, include a provision that is substantially similar to Section 203, but excludes certain parties from the definition of “interested stockholder”: |
| For | Against | Abstained | ||
| 8,896,994 | 1,466,274 | 0 |
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| D. | Stockholder Action by Written Consent – Proposal to approve a provision that any action required or permitted to be taken by the stockholders of Pubco must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, provided that for so long as holders of Pubco Class B Common Stock own a majority of the total voting power of stock entitled to vote generally in the election of directors, any action required or permitted to be taken by stockholders may be taken by written consent in lieu of a meeting: |
| For | Against | Abstained | ||
| 8,886,995 | 1,466,273 | 10,000 |
| E. | Special Meetings of Stockholders – Proposal to approve a provision that special meetings of Pubco stockholders may be called only by or at the direction of Pubco’s board of directors (the “Pubco Board”), the chairperson of the Pubco Board or the Chief Executive Officer of Pubco and may not be called by any stockholder, provided that for so long as the holders of Pubco Class B Common Stock own a majority of the total voting power of stock entitled to vote generally in the election of directors, special meetings may be called by or at the request of stockholders collectively holding a majority of the total voting power of stock entitled to vote generally in the election of directors: |
| For | Against | Abstained | ||
| 8,886,994 | 1,466,274 | 10,000 |
| F. | Amendment of the Charter – Proposal to approve a provision that amendment of the certificate of incorporation of Pubco following the closing of the Business Combination generally requires the approval of the Pubco Board and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class, with the exception of certain provisions that would require the affirmative vote of at least 66 2/3% of the total voting power of the then-outstanding shares of stock of Pubco entitled to vote thereon, voting as a single class; |
| For | Against | Abstained | ||
| 9,733,996 | 629,272 | 0 |
| G. | Amendment of the Bylaws – Proposal to approve a provision expressly authorizing the Pubco Board to make, alter, amend or repeal the bylaws of Pubco (the “Pubco Bylaws”) by an affirmative vote of a majority of the Pubco Board. The Pubco Bylaws may also be adopted, amended, altered or repealed by the Pubco stockholders representing at least 66 2/3% of the voting power of all of the then-outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors: |
| For | Against | Abstained | ||
| 9,733,995 | 629,273 | 0 |
| H. | Provisions Related to Status as Blank Check Company – Proposal to approve the exclusion of certain provisions applicable only to blank check companies: |
| For | Against | Abstained | ||
| 9,732,996 | 629,272 | 1,000 |
As there were sufficient votes to approve the Business Combination Proposal, the “Adjournment Proposal” described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 15, 2023 was not required and the Company did not call the vote on that proposal.
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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.
| FAST ACQUISITION CORP. II | |||
| By: | /s/ Garrett Schreiber | ||
| Name: | Garrett Schreiber | ||
| Title: | Chief Financial Officer | ||
Dated: September 26, 2023
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