| 2021-01-08 |
股东大会：
将于2021-01-29召开股东大会
会议内容 ▼▲
- 1.The “Business Combination Proposal”-To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of September 28, 2020 (as may be amended from time to time, the “Business Combination Agreement”), by and among Novus, AppHarvest, Inc., a Delaware public benefit corporation (“AppHarvest”), and ORGA, Inc., a Delaware corporation (“Merger Sub”), and the transactions contemplated thereby, pursuant to which Novus will issue shares of common stock of Novus (“Novus Common Stock”) to holders of common stock of AppHarvest and AppHarvest will merge with and into Merger Sub, with AppHarvest surviving the merger and becoming a wholly-owned direct subsidiary of Novus (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”).
2.The “Charter Proposals”-To consider and vote upon amendments to Novus’s amended and restated certificate of incorporation. The proposed amendments detailed below will be voted on separately and are collectively referred to as the “Charter Proposals.”
2.1.Name Change Charter Amendment-to change Novus’s name to “AppHarvest, Inc.;”
2.2.Public Benefit Charter Amendment-to designate Novus as a public benefit corporation and identify its public benefit as (i) empowering individuals in Appalachia, (ii) driving positive environmental change in the agriculture industry and (iii) improving the lives of the company’s employees and the community at large;
2.3.Authorized Share Charter Amendment-to increase the number of authorized shares of Novus’s common stock and “blank check” preferred stock;
2.4.Board Composition Charter Amendment-to change the classified board of directors to a single class board;
2.5.Actions by Stockholders Charter Amendment-to require that stockholders only act at annual and special meeting of the corporation and not by written consent;
2.6.Corporate Opportunity Charter Amendment-to eliminate the current limitations in place on the corporate opportunity doctrine;
2.7.Voting Thresholds Charter Amendment-to increase the required vote thresholds for approving amendments to the certificate of incorporation and bylaws to 662/3%;
2.8.Additional Charter Amendment-to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the closing of the Business Combination (the “Closing”).
3.The “Equity Incentive Plan Proposal”-To consider and vote upon the adoption of AppHarvest, Inc. 2021 Equity Incentive Plan (“the 2021 Plan”) established to be effective after the Closing to assist Novus, immediately upon consummation of the Business Combination (“the Combined Company”) in retaining the services of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for the Combined Company’s success.
4.The “Employee Stock Purchase Plan Proposal”-To consider and vote on the adoption of the Employee Stock Purchase Plan (the “ESPP”) to give an opportunity to purchase shares of Combined Company Common Stock following the Closing, to assist the Combined Company in retaining the services of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for the Combined Company’s success.
5.The “Nasdaq Proposal”-To consider and vote upon a proposal to (i) issue Novus Common Stock to (a) AppHarvest’s stockholders as a result of the Merger pursuant to the Business Combination Agreement, (b) the investors in the PIPE (as defined in the Business Combination Agreement) and (c) the holders of the AppHarvest Interim Period Convertible Notes (as defined in the Business Combination Agreement); (ii) issue equity awards under the 2021 Plan and ESPP if such plans are approved in accordance with Proposal 3 (Equity Incentive Plan Proposal) and Proposal 4 (Employee Stock Purchase Plan Proposal); and (iii) adopt the 2021 Plan and ESPP.
6.The “Adjournment Proposal”-a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.
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