Item 5.07. Submission of Matters to a Vote of Security Holders
On June 8, 2023, Rubicon Technologies, Inc., a Delaware corporation (the
“Company”) held its annual meeting of stockholders (the “Annual Meeting”). Set
forth below are the matters on which the Company’s stockholders voted, along
with final voting results, as reported by the Company’s independent inspector of
election.
1. Director Proposal. All three nominees for Class I director were elected, each
to serve a three-year term expiring at the Company's 2026 annual meeting or
until such director's earlier death, resignation, disqualification or removal.
The voting results are set forth below:
Name For Against Withhold Non-Votes
Barry Caldwell 99,212,856 0 5,597,394 17,859,847
Paula Henderson 98,676,163 0 6,134,087 17,859,847
Philip Rodoni 99,268,327 0 5,541,923 17,859,847
2. Auditor Proposal. The appointment of Cherry Bekaert LLP as the Company’s
independent registered public accounting firm for the fiscal year ending
December 31, 2023 was ratified. The voting results are set forth below:
For Against Abstain Non-Votes
118,547,998 739,276 3,382,823 0
3. SEPA Proposal. The SEPA Proposal was approved, providing for (i) the issuance
of up to $200.0 million in shares of the Company's Class A common stock (the
"Common Stock") to YA II PN, Ltd. (the "Yorkville Investor") pursuant to the
Standby Equity Purchase Agreement, dated as of August 31, 2022, entered into
by and between the Company and the Yorkville Investor, and (ii) the issuance
of up to 200,000 shares of Common Stock to the Yorkville Investor as an
initial commitment fee. The voting results are set forth below:
For Against Abstain Non-Votes
98,903,347 2,943,975 2,962,928 17,859,847
4. Reverse Stock Split Proposal. The Reverse Stock Split proposal was approved,
granting the Company's board of directors discretionary authority to (i) amend
the Company's certificate of incorporation to effect a reverse stock split of
the outstanding shares of Common Stock, and (ii) effect the Reverse Stock
Split, if at all, within one year of the date the proposal is approved by
stockholders. The voting results are set forth below:
For Against Abstain Non-Votes
120,840,508 1,775,866 53,723 0
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