| 2022-10-31 |
股东大会：
将于2022-12-01召开股东大会
会议内容 ▼▲
- 1.To elect Board of Directors’ nominees, Andrew Weinberg, Matthew Allard, and John Kritzmacher, to the Board of Directors to hold office until the 2025 Annual Meeting of Stockholders as Class I directors;
2.To ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022;
3.To approve, on a non-binding advisory basis, the frequency of the stockholder vote on the compensation of our named executive officers (every three, two or one years);
4.To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment thereof.
|
| 2022-01-24 |
股东大会：
将于2022-02-14召开股东大会
会议内容 ▼▲
- 1.to consider and vote on a proposal to adopt and approve (a) the Business Combination Agreement (the “Business Combination Agreement”) dated as of June 16, 2021, by and among (i) Roth CH Acquisition III Co., a Delaware corporation (“ROCR” or “Buyer”), (ii) Roth CH III Blocker Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Buyer (“Blocker Merger Sub”), (iii) BCP QualTek Investors, LLC, a Delaware limited liability company (the “Blocker”), (iv) Roth CH III Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Buyer (“Company Merger Sub”, and together with the Buyer and the Blocker Merger Sub, the “Buyer Parties”), (v) BCP QualTek HoldCo, LLC, a Delaware limited liability company ( “QualTek” or the “Company”), and (vi) BCP QualTek, LLC, a Delaware limited liability company, solely in its capacity as representative of the Blocker’s equityholders and QualTek’s equityholders (the “Equityholder Representative”), pursuant to which (i) the Blocker Merger Sub will be merged with and into the Blocker, with the Blocker as the surviving company (the “Blocker Merger”), (ii) immediately after the Blocker Merger, the Blocker will be merged with and into the Buyer, with the Buyer as the surviving company (the “Buyer Merger”), and (iii) immediately after the Buyer Merger, the Company Merger Sub will be merged with and into the Company, with the Company as the surviving company (the “QualTek Merger”) and (b) such mergers and the other transactions contemplated by the Business Combination Agreement (the “Business Combination” and such proposal, the “Business Combination Proposal”). A copy of the Business Combination Agreement is attached to this proxy statement as Annex A;
2.to consider and vote on a proposal to adopt the proposed second amended and restated certificate of incorporation of ROCR (the “Proposed Certificate of Incorporation”) attached hereto as Annex B (the “Charter Amendment Proposal”).
3.to consider and vote, on a non-binding advisory basis, on seven separate governance proposals relating to the following material differences between ROCR’s current amended and restated certificate of incorporation (“Current Charter”) and the Proposed Certificate of Incorporation (collectively the “Governance Proposal”):a.to change ROCR’s name to “QualTek Services Inc.” and remove certain provisions related to ROCR’s status as a special purpose acquisition company;b.to increase the amount of authorized shares of common stock;c.to establish a class of authorized preferred stock;d.to provide that special meetings of stockholders of ROCR may be called at any time only by the Chairman of the Board, or a majority of the directors;e.to create three classes of directors with each such director to serve a three year term;f.to permit stockholders to remove a director from office only for cause;g.to absolve certain stockholders from certain competition and corporate opportunities obligations.
4.to consider and vote on a proposal to approve, (i) for purposes of complying with Nasdaq Listing Rules 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of Common Stock and the resulting change in control in connection with the Business Combination, and (ii) for purposes of complying with Nasdaq Listing Rule 5635 (d), the issuance of more than 20% of the common stock in connection with the PIPE Investment and the Exchangeable Note Subscription Agreements (as defined below) upon the consummation of the Business Combination (the “Nasdaq Proposal”).
5.to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination to serve on the Combined Company Board of Directors, Christopher S. Hisey, Matthew Allard, Andrew Weinberg, Sam Chawla, Raul Deju, Roger Bulloch, Maha Eltobgy, Renee Noto and Jigisha Desai (the “Directors Proposal”).
6.to consider and vote on a proposal to approve the Management Equity Incentive Plan Proposal (the “Management Equity Incentive Plan”), a copy of which is annexed to this proxy statement as Annex D, in connection with the Business Combination (the “Management Equity Plan Proposal”).
7.to consider and vote on a proposal to approve the Employee Stock Purchase Plan Proposal (the “ESPP”), a copy of which is annexed to this proxy statement as Annex E, in connection with the Business Combination (the “ESPP Proposal”).
8.to approve 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 the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposal, the Nasdaq Proposal, the Directors Proposal, the Management Equity Plan Proposal or the ESPP Proposal (the “Adjournment Proposal”).
|