UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 23, 2021, Fifth Wall Acquisition Corp. I (the “Company”) held a special meeting of stockholder in lieu of the 2021 annual meeting of its stockholders (the “Special Meeting”) as a virtual meeting, conducted via live webcast, in connection with the proposed business combination (the “Business Combination”) by and among the Company, Einstein Merger Corp. I, a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) and SmartRent.com, Inc., a Delaware corporation (“SmartRent”), as described in the Company’s proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on August 9, 2021 (the “Proxy Statement”). Each proposal (individually a “Proposal” and, collectively, the “Proposals”) voted upon at the Special Meeting and the final voting results are indicated below. Each Proposal voted on at the Special Meeting is described in detail in the Proxy Statement, and was approved at the Special Meeting.
As of the close of business on July 27, 2021, the record date for the Special Meeting, there were approximately 35,547,500 shares of Class A Common Stock, par value $0.0001 per share (the “FWAA Class A Common Stock”), and 8,625,000 shares of Class B common stock, par value $0.0001 per share (the “FWAA Class B Common Stock”, and together with the FWAA Class A Common Stock, the “FWAA Common Stock”), outstanding. A total of 36,667,602 shares of FWAA Common Stock, representing approximately 83.01% of the outstanding shares of FWAA Common Stock entitled to vote, were present in person or by proxy, constituting a quorum. All proposals voted on at the Special Meeting were “non-routine,” such that there were no broker non-votes.
1. The Business Combination Proposal – Proposal to approve the Merger Agreement, dated as of April 21, 2021, as amended on July 23, 2021 (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, Merger Sub and SmartRent, and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into SmartRent with SmartRent surviving the merger as a wholly owned subsidiary of the Company (FWAA Class A Common Stock and FWAA Class B Common Stock voting together as a single class):
| Proposal No. | FWAA Common Stock Votes For | FWAA Common Stock Votes Against | FWAA Common Stock Abstentions | |||
| 1. | 36,666,078 | 1,124 | 400 |
2. The Charter Proposal – Proposal to adopt the Third Amended and Restated Certificate of Incorporation (the “Proposed Charter”) in the form attached to the Proxy Statement as Annex B (FWAA Class B Common Stock voting separately as a single class, and FWAA Class A Common Stock and FWAA Class B Common Stock voting together as a single class):
| Proposal No. | FWAA Class B Common Stock Votes For | FWAA Class B Common Stock Votes Against | FWAA Class B Common Stock Abstentions | |||
| 2. | 8,625,000 | 0 | 0 |
| Proposal No. | FWAA Common Stock Votes For | FWAA Common Stock Votes Against | FWAA Common Stock Abstentions | |||
| 2. | 27,845,367 | 8,821,664 | 571 |
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3. The Governance Proposal – Proposals with respect to certain governance provisions in the Proposed Charter that are separately being presented in accordance with SEC guidance, each to be voted upon separately on a non-binding advisory basis.
Proposal No. 3A – Changes to Authorized Capital Stock – Proposal to amend the Second Amended and Restated Certificate of Incorporation of the Company (the “Existing Charter”) to authorize 550,000,000 shares, consisting of 500,000,000 shares of Class A common stock and 50,000,000 shares of preferred stock (FWAA Class A Common Stock and FWAA Class B Common Stock voting together as a single class):
| Proposal No. | FWAA Common Stock Votes For | FWAA Common Stock Votes Against | FWAA Common Stock Abstentions | |||
| 3A. | 31,130,208 | 5,534,857 | 2,537 |
Proposal No. 3B – Required Vote to Amend the Charter – Proposal to amend the Existing Charter to require that any future charter amendment be approved by the Board of Directors of the Company (the “Board”) and an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all the then-outstanding shares of voting stock of the post-Business Combination company (the “Post-Combination Company”), voting together as a single class (FWAA Class A Common Stock and FWAA Class B Common Stock voting together as a single class):
| Proposal No. | FWAA Common Stock Votes For | FWAA Common Stock Votes Against | FWAA Common Stock Abstentions | |||
| 3B. | 23,646,089 | 13,020,892 | 621 |
Proposal No. 3C – Required Vote to Amend Bylaws – Proposal to amend the Existing Charter to require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all the then outstanding shares of voting stock of the Post-Combination Company entitled to vote generally in an election of directors to adopt, amend, alter, repeal or rescind the Post-Combination Company’s bylaws (FWAA Class A Common Stock and FWAA Class B Common Stock voting together as a single class):
| Proposal No. | FWAA Common Stock Votes For | FWAA Common Stock Votes Against | FWAA Common Stock Abstentions | |||
| 3C. | 23,646,489 | 13,020,492 | 621 |
Proposal No. 3D – Director Removal – Proposal to amend the Existing Charter to permit the removal of directors with cause only by stockholders voting at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Post-Combination Company entitled to vote at an election of directors (FWAA Class A Common Stock and FWAA Class B Common Stock voting together as a single class):
| Proposal No. | FWAA Common Stock Votes For | FWAA Common Stock Votes Against | FWAA Common Stock Abstentions | |||
| 3D. | 25,604,534 | 11,062,134 | 934 |
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Proposal No. 3E – Removal of Blank Check Company Provisions – Proposal to amend the Current Charter to eliminate certain provisions related to the Company’s status as a blank check company that will no longer be applicable upon the consummation of the Business Combination (FWAA Class A Common Stock and FWAA Class B Common Stock voting together as a single class):
| Proposal No. | FWAA Common Stock Votes For | FWAA Common Stock Votes Against | FWAA Common Stock Abstentions | |||
| 3E. | 36,665,923 | 1,105 | 574 |
4.
The Director Election Proposal – Proposal to elect six directors to the Board, effective upon the closing of the
Business Combination, with each Class I director having a term that expires at the Post-Combination Company’s annual meeting
of stockholders in 2022, each Class II director having a term that expires at the Post-Combination Company’s annual meeting
of stockholders in 2023, and each Class III director having a term that expires at the Post-Combination Company’s annual meeting
of stockholders in 2024, or, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation,
removal or death (FWAA Class A Common Stock and FWAA Class B Common Stock voting together as a single class):
| Lucas Haldeman | FWAA Common Stock Votes For | FWAA Common Stock Votes Withheld | ||
| 35,495,046 | 1,172,556 | |||
| Alana Beard | FWAA Common Stock Votes For | FWAA Common Stock Votes Withheld | ||
| 36,666,017 | 1,585 | |||
| Robert Best | FWAA Common Stock Votes For | FWAA Common Stock Votes Withheld | ||
| 36,666,147 | 1,455 | |||
| John Dorman | FWAA Common Stock Votes For | FWAA Common Stock Votes Withheld | ||
| 36,666,057 | 1,545 | |||
| Bruce Strohm | FWAA Common Stock Votes For | FWAA Common Stock Votes Withheld | ||
| 36,666,186 | 1,416 | |||
| Frederick Tuomi | FWAA Common Stock Votes For | FWAA Common Stock Votes Withheld | ||
| 36,666,097 | 1,505 |
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5. The Nasdaq Proposal – Proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding Class A common stock pursuant to the Business Combination (FWAA Class A Common Stock and FWAA Class B Common Stock voting together as a single class):
| Proposal No. | FWAA Common Stock Votes For | FWAA Common Stock Votes Against | FWAA Common Stock Abstentions | |||
| 5. | 36,665,155 | 1,926 | 521 |
6. The Equity Incentive Plan Proposal – Proposal to approve the SmartRent, Inc. 2021 Equity Incentive Plan (the “Equity Incentive Plan”), in the form attached to the Proxy Statement as Annex H, including the authorization of the initial share reserve under the Equity Incentive Plan (FWAA Class A Common Stock and FWAA Class B Common Stock voting together as a single class):
| Proposal No. | FWAA Common Stock Votes For | FWAA Common Stock Votes Against | FWAA Common Stock Abstentions | |||
| 6. | 35,515,644 | 1,151,137 | 821 |
7. The Employee Stock Purchase Plan Proposal – Proposal to approve the SmartRent, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), in the form attached to the Proxy Statement as Annex I, including the authorization of the initial share reserve under the ESPP (FWAA Class A Common Stock and FWAA Class B Common Stock voting together as a single class):
| Proposal No. | FWAA Common Stock Votes For | FWAA Common Stock Votes Against | FWAA Common Stock Abstentions | |||
| 7. | 30,882,920 | 5,783,861 | 821 |
As there were sufficient votes at the time of the Special Meeting to approve each of the above Proposals, the “Adjournment Proposal” described in the Proxy Statement is not applicable.
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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: August 23, 2021
| FIFTH WALL ACQUISITION CORP. I | ||
| By: | /s/ Andriy Mykhaylovskyy | |
| Name: | Andriy Mykhaylovskyy | |
| Title: | Chief Financial Officer | |
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