Golden Arrow Merger Corp. 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.
On August 9, 2024, Golden Arrow Merger Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in connection with the proposed business combination (the “Business Combination”) of the Company, Beam Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of the Company (“Merger Sub”), and Bolt Threads, Inc., a Delaware corporation (“Bolt Threads”), as described in the proxy statement/prospectus filed by the Company with the Securities and Exchange Commission (“SEC”) on July 18, 2024 (the “Proxy Statement”).
On June 10, 2024, the record date for the Special Meeting, there were an aggregate of 7,765,437 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), and Class B common stock, par value $0.0001 per share (the “Class B common stock” and, collectively with the Class A common stock, the “common stock”), entitled to be voted at the Special Meeting. At the Special Meeting, 7,238,180 shares of the Company’s common stock, or approximately 93.21% of the shares entitled to vote at the Special Meeting, were represented in person or by proxy.
At the Special Meeting, the Company’s stockholders approved the Business Combination Proposal, the Charter Amendment Proposal, each of the Governance Proposals (on a non-binding advisory basis), the election of each director nominee pursuant to the Election of Directors Proposal, the Incentive Plan Proposal, the ESPP Proposal, and the Nasdaq Proposal, in each case as defined and described in greater detail in the Proxy Statement. Set forth below are the final voting results for the Business Combination Proposal, the Charter Amendment Proposal, each of the Governance Proposals (on a non-binding advisory basis), the election of each director nominee pursuant to the Election of Directors Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposal:
Proposal 1: Business Combination Proposal
The proposal to approve and adopt the Business Combination Agreement, dated as of October 4, 2023 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among the Company, Bolt Threads and Merger Sub, and the Business Combination. The voting results of the shares of common stock were as follows:
| For | Against | Abstentions | ||
| 7,223,742 | 14,438 | 0 |
Proposal 2: Charter Amendment Proposal
The proposal to adopt the proposed second amended and restated certificate of incorporation of the Company attached as Annex B to the Proxy Statement. The voting results of the shares of common stock were as follows:
| For | Against | Abstentions | ||
| 7,223,742 | 14,438 | 0 |
Proposal 3: Governance Proposals
The following seven separate governance proposals relating to the material differences between the Company’s current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation of the Company were approved on a non-binding advisory basis. The voting results of the shares of common stock for each of the proposals were as follows:
| (a) | To change the name of the Company to “Bolt Projects Holdings, Inc.” from the current name of “Golden Arrow Merger Corp.”; |
| For | Against | Abstentions | ||
| 7,223,742 | 14,438 | 0 |
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| (b) | To increase the number of shares of (i) common stock the Company is authorized to issue from 220,000,000 shares to 500,000,000 shares and (ii) preferred stock the Company is authorized to issue from 1,000,000 shares to 50,000,000 shares; |
| For | Against | Abstentions | ||
| 7,223,742 | 14,438 | 0 |
| (c) | To increase the required voting thresholds to approve amendments to the bylaws and to certain provisions of the proposed amended and restated certificate of incorporation of the Company; |
| For | Against | Abstentions | ||
| 7,223,742 | 14,438 | 0 |
| (d) | To require a supermajority vote for the removal of directors for cause; |
| For | Against | Abstentions | ||
| 7,223,717 | 14,463 | 0 |
| (e) | To remove the provision renouncing the corporate opportunity doctrine; |
| For | Against | Abstentions | ||
| 7,223,717 | 14,438 | 25 |
| (f) | To eliminate the rights and privileges of the Company’s Class B common stock and to redesignate the Company’s Class A common stock and Class B common stock as common stock (after giving effect to the conversion of each outstanding share of the Company’s Class B common stock immediately prior to the closing of the Business Combination into one share of the Company’s Class A common stock); |
| For | Against | Abstentions | ||
| 7,223,742 | 14,438 | 0 |
| (g) | To eliminate certain provisions related to related to the Company’s status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination; |
| For | Against | Abstentions | ||
| 7,223,742 | 14,438 | 0 |
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Proposal 4: Election of Directors Proposal
The proposal to elect, effective at closing of the Business Combination, nine directors to serve staggered terms on the board of directors until the first, second and third annual meetings of stockholders after the closing of the Business Combination, respectively, and until their respective successors are duly elected and qualified. The voting results of the shares of the Class B common stock, which have the exclusive right to elect directors prior to the initial business combination, were as follows:
Class I Directors:
Daniel Widmaier
| For | Against | Abstentions | ||
| 140,000 | 0 | 0 |
David Breslauer
| For | Against | Abstentions | ||
| 140,000 | 0 | 0 |
Jeri Finard
| For | Against | Abstentions | ||
| 140,000 | 0 | 0 |
Class II Directors:
Jerry Fiddler
| For | Against | Abstentions | ||
| 140,000 | 0 | 0 |
Steven Klosk
| For | Against | Abstentions | ||
| 140,000 | 0 | 0 |
Esther van den Boom
| For | Against | Abstentions | ||
| 140,000 | 0 | 0 |
Class III Directors:
Ransley Carpio
| For | Against | Abstentions | ||
| 140,000 | 0 | 0 |
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Daniel Steefel
| For | Against | Abstentions | ||
| 140,000 | 0 | 0 |
Sami Naffakh
| For | Against | Abstentions | ||
| 140,000 | 0 | 0 |
Proposal 5: Incentive Plan Proposal
The proposal to approve and adopt the incentive plan established to be effective after the closing of the Business Combination. The voting results of the shares of common stock were as follows:
| For | Against | Abstentions | ||
| 7,221,941 | 16,239 | 0 |
Proposal 6: ESPP Proposal
The proposal to approve and adopt the employee stock purchase plan established to be effective after the closing of the Business Combination. The voting results of the shares of common stock were as follows:
| For | Against | Abstentions | ||
| 7,223,742 | 14,438 | 0 |
Proposal 7: Nasdaq Proposal
The proposal to issue Class A common stock to the Bolt Threads stockholders in the Business Combination and to the PIPE Subscribers and as described in the Proxy Statement. The voting results of the shares of common stock were as follows:
| For | Against | Abstentions | ||
| 7,223,742 | 14,438 | 0 |
At the Special Meeting, the Adjournment Proposal (as defined in the Proxy Statement) was not presented to the stockholders as the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals, the Election of Directors Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposal received a sufficient number of votes for approval.
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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.
| GOLDEN ARROW MERGER CORP. | |||
| By: | /s/ Timothy Babich | ||
| Name: | Timothy Babich | ||
| Title: | Chief Executive Officer and Chief Financial Officer | ||
Date: August 12, 2024
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