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 3, 2023, FAST Acquisition Corp. II (the “Company”) held a special meeting of stockholders (the “Stockholder Meeting”). At the Stockholder Meeting, a total of 22,674,553 (or 81.586%) of the Company’s issued and outstanding shares of Class A common stock and Class B common stock held of record as of February 7, 2023, the record date for the Stockholder Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Stockholder Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.
Proposal 1. To approve and adopt an amendment to the Company’s amended and restated certificate of incorporation to (i) change the date by which the Company must consummate a business combination from March 18, 2023 to June 18, 2023, and (ii) to allow the Company, without another stockholder vote, by resolution of the Company’s board, to elect to further extend this date in one-month increments, up to four additional times (the “Extension Amendment Proposal”).
| For | Against | Abstained | ||
| 22,098,829 | 575,724 | 0 |
Proposal 2. To approve and adopt an amendment to the Company’s amended and restated certificate of incorporation to provide for the right of a holder of Class B common stock of the Company to convert into Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”).
| For | Against | Abstained | ||
| 22,098,885 | 350,664 | 225,004 |
Proposal 3. To approve and adopt an amendment to the Company’s amended and restated certificate of incorporation to delete: (i) the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the “Redemption Limitation Amendment Proposal”).
| For | Against | Abstained | ||
| 22,098,875 | 350,674 | 225,004 |
As there were sufficient votes to approve the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal, shareholder action on a fourth proposal, to approve the adjournment of the Stockholder Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, Founder Share Amendment Proposal, or Redemption Limitation Amendment Proposal, was not required and the Company did not call the vote on that proposal.
In connection with the stockholders’ vote at the Stockholder Meeting, 15,098,178 shares of the Company’s issued and outstanding Class A common stock were tendered for redemption.
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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.
| FAST ACQUISITION CORP. II | |||
| By: | /s/ Garrett Schreiber | ||
| Name: | Garrett Schreiber | ||
| Title: | Chief Financial Officer | ||
Dated: March 3, 2023
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