Item
5.07 Submission of Matters to a Vote of Security Holders.
The
2021 Special Meeting of Stockholders (the “Special Meeting”) of Greenrose Acquisition Corp. (“we,” “us,”
“our,” “Greenrose,” or the “Company”) was held on October 27, 2021. At the Special Meeting, the Company’s
stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement
on Schedule 14A filed with the U.S. Securities and Exchange Commission on October 5, 2021 (the “Proxy”).
As
of the close of business on September 23, 2021, the record date for the Special Meeting, there were 21,892,500 shares of the Company’s
common stock outstanding, each of which was entitled to one vote with respect to each proposal. A total of 15,529,504 shares of common
stock, representing approximately 70.93% of the shares of Common Stock entitled to vote, were present in person or by proxy, constituting
a quorum.
The
voting results for the proposals voted on at the Special Meeting are set forth below:
1.
The Extension Amendment Proposal — to consider and vote upon a proposal (the “Extension Amendment Proposal”)
to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate
a business combination (the “Extension”) from November 13, 2021 to November 30, 2021 (the “Extended Date”); a
copy of the proposed amendment to the Company’s amended and restated certificate of incorporation to effectuate the Extension is
attached to the Proxy statement as Annex A.
The
Extension Amendment Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For
|
|
Against
|
|
Abstentions
|
15,297,896
|
|
231,113
|
|
495
|
2.
The Qualified Business Combinations Proposal — to consider and vote upon a proposal (the “Qualified Business Combinations
Proposal”) to approve the Qualified Business Combinations; copies of the Theraplant Merger Agreement, Asset Purchase Agreement,
Theraplant Amendment No. 1, and True Harvest Amendment No. 1 are attached to the Proxy as Annex B, Annex C, Annex D and Annex E.
The
Qualified Business Combinations Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For
|
|
Against
|
|
Abstentions
|
15,407,616
|
|
121,293
|
|
595
|
3.
The Charter Amendment Proposals — to consider and vote upon separate proposals (collectively, the “Charter Proposals”)
to amend and restate Greenrose’s existing Amended and Restated Certificate of Incorporation with a Second Amended and Restated
Certificate of Incorporation in the form attached to the Proxy as Annex F.
The
Charter Amendment Proposals were approved. The voting results of the shares of the Common Stock for each of the sub-proposals were as
follows:
|
(a)
|
the
“Share Increase Proposal” — to increase the number of shares of
Common Stock, par value $0.0001 per share, that Greenrose is authorized to issue from 70,000,000
to 150,000,000;
|
For
|
|
Against
|
|
Abstentions
|
15,387,174
|
|
140,895
|
|
1,435
|
|
(b)
|
the
“Unsuitable Person Redemption Proposal” — to include a provision
to allow for the redemption of Greenrose Common Stock from stockholders who are deemed “Unsuitable
Persons” according to applicable regulations, such that Greenrose would be ineligible
to obtain or maintain a cannabis license;
|
For
|
|
Against
|
|
Abstentions
|
15,399,553
|
|
128,366
|
|
1,585
|
|
(c)
|
the
“Transition to Operating Company Charter Amendment Proposal” — to
change the stockholder vote required to amend certain provisions contained in the Proposed
Charter from 65% to 50%; and
|
For
|
|
Against
|
|
Abstentions
|
15,132,180
|
|
146,284
|
|
251,040
|
|
(d)
|
the
“Name Change Proposal” — to change the name of the Company from
“Greenrose Acquisition Corp.” to “The Greenrose Holding Company Inc.”
|
For
|
|
Against
|
|
Abstentions
|
15,407,119
|
|
121,592
|
|
793
|
4.
The Accountant Proposal — to consider and vote upon a proposal to ratify the change of the Company’s independent registered
public accounting firm from Marcum LLP to Macias Gini & O’Connell, LLP (“MGO”) for the fiscal year ending December
31, 2021.
The
Accountant Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For
|
|
Against
|
|
Abstentions
|
15,512,781
|
|
5,174
|
|
11,549
|
5.
The Director Election Proposal — to consider and vote upon a proposal to re-elect two Class A Directors, Steven Cummings
and John Falcon, to serve as members of the Company’s board of directors for three-year terms expiring at the Company’s 2024
annual meeting of stockholders, or upon their earlier resignation or removal;
The
Director Election Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For
|
|
Against
|
|
Abstentions
|
15,405,725
|
|
122,181
|
|
1,598
|
6.
The Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt the Company’s 2021 Equity
Incentive Plan, a copy of which is attached the Proxy as Annex G, including with respect to the authorization of the initial share reserve
under the Incentive Plan and the number of shares that may be issued pursuant to the exercise of incentive stock options granted.
The
Incentive Plan Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For
|
|
Against
|
|
Abstentions
|
14,976,869
|
|
150,950
|
|
401,685
|
7.
The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates,
if necessary (i) to ensure that any supplement or amendment to the accompanying proxy statement that the Board has determined in good
faith is required by applicable law to be disclosed to the Company stockholders and for such supplement or amendment to be promptly disseminated
to Company stockholders prior to the Special Meeting, (ii) if, as of the time for which the Special Meeting is originally scheduled,
there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct
business at the Special Meeting or (iii) to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise
in connection with, the approval of the Extension Amendment Proposal, the Business Combinations Proposal, the Charter Proposals, the
Accountant Proposal, the Director Election Proposal or the Incentive Plan Proposal.
The
Adjournment Proposal was not acted upon at the Special Meeting.