UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 4, 2020, ChaSerg Technology Acquisition Corp. (“ChaSerg”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, ChaSerg’s stockholders voted on five proposals, each of which is described in more detail in ChaSerg’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 10, 2020 (the “Proxy Statement”). Only stockholders of record as of the close of business on February 5, 2020, the record date for the Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 28,140,000 shares of ChaSerg’s common stock were outstanding and entitled to vote at the Special Meeting. An aggregate of 51,715 shares of ChaSerg's common stock, less than $1.0 million in aggregate value, were presented for redemption in connection with the Special Meeting. The Business Combination (as defined below) is expected to close on March 5, 2020. Final voting results are presented below:
Proposal 1. A proposal to approve and adopt the Agreement and Plan of Merger, by and among ChaSerg, Grid Dynamics International, Inc. (“Grid Dynamics”), and the other parties named therein (the “Merger Agreement”), and the transactions contemplated thereby. The following is a tabulation of the votes with respect to this proposal, which was approved by ChaSerg’s stockholders:
| Votes For | Votes Against | Abstentions | ||
| 23,171,642 | 0 | 0 |
Proposal 2. A proposal to approve, for purposes of complying with applicable listing rules of The NASDAQ Stock Market LLC, the issuance of more than 20% of the number of shares of ChaSerg Class A Common Stock and ChaSerg Class B Common Stock, combined, outstanding prior to the business combination pursuant to that certain Merger Agreement (the “Business Combination”). The following is a tabulation of the votes with respect to this proposal, which was approved by ChaSerg’s stockholders:
| Votes For | Votes Against | Abstentions | ||
| 23,171,642 | 0 | 0 |
Proposal 3. A proposal to approve the material differences between the constitutional documents of Grid Dynamics Holdings, Inc., the successor Company following the Business Combination, that will be in effect upon the closing of the Business Combination and ChaSerg’s current amended and restated certificate of incorporation, as further described in ChaSerg’s Proxy Statement. The following is a tabulation of the votes with respect to this proposal, which was approved by ChaSerg’s stockholders:
| Votes For | Votes Against | Abstentions | ||
| 23,171,642 | 0 | 0 |
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Proposal 4. A proposal to elect 8 directors who, upon the consummation of the transactions, will be the directors of ChaSerg, in the classes set forth below. The following is a tabulation of the votes with respect to each director, each of whom was elected at the meeting:
| Nominee | Votes For | Votes Withheld | ||||
| Leonard Livschitz (as Class I Director Nominee) | 22,989,868 | 181,774 | ||||
| Marina Levinson (as Class I Director Nominee) | 23,171,642 | 0 | ||||
| Shuo Zhang (as Class I Director Nominee) | 23,157,642 | 14,000 | ||||
| Lloyd Carney (as Class II Director Nominee) | 18,074,033 | 5,097,609 | ||||
| Michael Southworth (as Class II Director Nominee) | 23,171,639 | 3 | ||||
| Yueou Wang (as Class II Director Nominee) | 22,954,604 | 217,038 | ||||
| Eric Benhamou (as Class III Director Nominee) | 18,074,026 | 5,097,616 | ||||
| Weihang Wang (as Class III Director Nominee) | 22,975,858 | 195,784 |
Proposal 5. A proposal to adopt and approve the ChaSerg Technology Acquisition Corp. 2020 Equity Incentive Plan and the reservation of 16,300,000 shares of Successor Common Stock for issuance pursuant to awards granted thereunder. The following is a tabulation of the votes with respect to this proposal, which was approved by ChaSerg’s stockholders:
| Votes For | Votes Against | Abstentions | ||
| 14,686,153 | 8,485,489 | 0 |
A vote regarding adjournment of the Special Meeting (Proposal 6) was deemed not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve each of the foregoing matters.
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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.
| Dated: March 4, 2020 | CHASERG TECHNOLOGY ACQUISITION CORP. | |
| By: | /s/ Lloyd Carney | |
| Name: Lloyd Carney | ||
| Title: Chief Executive Officer | ||
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