| 2021-02-25 |
股东大会：
将于2021-02-11召开股东大会
会议内容 ▼▲
- 1.The Business Combination Proposal-To consider and vote upon a proposal to (a) approve and adopt the Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the “Business Combination Agreement”), among Switchback, Lightning Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Switchback (“Merger Sub”), and ChargePoint, Inc., a Delaware corporation (“ChargePoint”), pursuant to which Merger Sub will merge with and into ChargePoint (the “Merger”), with ChargePoint surviving the Merger as a wholly owned subsidiary of Switchback and (b) approve the Merger and the other transactions contemplated by the Business Combination Agreement (the “Business Combination” and such proposal, the “Business Combination Proposal”) (Proposal No. 1). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex A.
2.The Charter Proposals-To consider and vote upon each of the following proposals to amend and restate Switchback’s amended and restated certificate of incorporation (the “Charter”) (collectively, the “Charter Proposals”):
2.1.The Authorized Share Charter Proposal-To increase the number of authorized shares of Switchback’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and 20,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock, to 1,010,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock (the “Authorized Share Charter Proposal”);
2.2.The Director Removal Charter Proposal-To provide that any director or the entire board of directors of Switchback (the “Switchback Board”) may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 662/3% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class (the “Director Removal Charter Proposal”);
2.3.The Charter Amendment Charter Proposal-To require the affirmative vote of the holders of at least 662/3% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to amend, alter, change or repeal, or adopt any provision inconsistent with, any of Parts A and B of Article FOURTH, Articles FIFTH, SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH and TWELFTH of Switchback’s proposed second amended and restated certificate of incorporation (the “Proposed Second A&R Charter”) (the “Charter Amendment Charter Proposal”);
2.4.The Bylaw Amendment Charter Proposal-To require the affirmative vote of the holders of at least 662/3% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to adopt, amend or repeal any provision of Switchback’s bylaws (the “Bylaw Amendment Charter Proposal”);
2.5.The Additional Charter Proposal-To make certain other changes that the Switchback Board deems appropriate for a public operating company, including (a) eliminating provisions in the Charter relating to Switchback’s Initial Business Combination that will no longer be applicable to Switchback following the closing of the Business Combination (the “Closing”), including provisions relating to (i) the Class B Common Stock, (ii) redemption rights with respect to Class A Common Stock, (iii) the Trust Account (as defined below), (iv) share issuances prior to the consummation of the Initial Business Combination, (v) transactions with affiliates and other blank check companies, (vi) approval of the Initial Business Combination and (vii) the minimum value of the target in the Initial Business Combination, (b) to change the post-combination company’s name to “ChargePoint Holdings, Inc.” (“New ChargePoint”), and (c) removing the provision that Switchback elects to not be subject to Section 203 of the Delaware General Corporation Law (collectively, the “Additional Charter Proposal”).
3.The NYSE Proposal-To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, (a) the issuance of up to an aggregate of 250,000,000 shares of Class A Common Stock in connection with the Business Combination, (b) the issuance and sale of 22,500,000 shares of Class A Common Stock in a private offering of securities to certain investors in connection with the Business Combination, which shall occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement and (c) the issuance of up to 71,803,112 shares of Class A Common Stock that may be reserved for issuance in respect of New ChargePoint options issued in exchange for outstanding pre-merger ChargePoint options and in respect of New ChargePoint warrants issued in exchange for outstanding pre-merger ChargePoint warrants (the “NYSE Proposal”).
4.The 2021 Plan Proposal-To consider and vote upon a proposal to approve and adopt the New ChargePoint 2021 Equity Incentive Plan (the “2021 Plan”) and material terms thereunder (the “2021 Plan Proposal”) (Proposal No. 8). A copy of the 2021 Plan is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex C.
5.The ESPP Proposal-To consider and vote upon a proposal to approve and adopt the New ChargePoint Employee Stock Purchase Plan (the “ESPP”) and material terms thereunder (the “ESPP Proposal”) (Proposal No. 9). A copy of the ESPP is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex D.
6.The Director Election Proposal-To consider and vote upon a proposal to elect, effective immediately after the effective time of the Merger, three directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders and three directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal”).
7.The Adjournment Proposal-To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal or the Director Election Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Director Election Proposal, the “Proposals”).
|
| 2021-02-25 |
股东大会：
将于2021-02-25召开股东大会
会议内容 ▼▲
- 1.The Business Combination Proposal-To consider and vote upon a proposal to (a) approve and adopt the Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the “Business Combination Agreement”), among Switchback, Lightning Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Switchback (“Merger Sub”), and ChargePoint, Inc., a Delaware corporation (“ChargePoint”), pursuant to which Merger Sub will merge with and into ChargePoint (the “Merger”), with ChargePoint surviving the Merger as a wholly owned subsidiary of Switchback and (b) approve the Merger and the other transactions contemplated by the Business Combination Agreement (the “Business Combination” and such proposal, the “Business Combination Proposal”) (Proposal No. 1). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex A.
2.The Charter Proposals-To consider and vote upon each of the following proposals to amend and restate Switchback’s amended and restated certificate of incorporation (the “Charter”) (collectively, the “Charter Proposals”):
2.1.The Authorized Share Charter Proposal-To increase the number of authorized shares of Switchback’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and 20,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock, to 1,010,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock (the “Authorized Share Charter Proposal”);
2.2.The Director Removal Charter Proposal-To provide that any director or the entire board of directors of Switchback (the “Switchback Board”) may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 662/3% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class (the “Director Removal Charter Proposal”);
2.3.The Charter Amendment Charter Proposal-To require the affirmative vote of the holders of at least 662/3% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to amend, alter, change or repeal, or adopt any provision inconsistent with, any of Parts A and B of Article FOURTH, Articles FIFTH, SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH and TWELFTH of Switchback’s proposed second amended and restated certificate of incorporation (the “Proposed Second A&R Charter”) (the “Charter Amendment Charter Proposal”);
2.4.The Bylaw Amendment Charter Proposal-To require the affirmative vote of the holders of at least 662/3% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to adopt, amend or repeal any provision of Switchback’s bylaws (the “Bylaw Amendment Charter Proposal”);
2.5.The Additional Charter Proposal-To make certain other changes that the Switchback Board deems appropriate for a public operating company, including (a) eliminating provisions in the Charter relating to Switchback’s Initial Business Combination that will no longer be applicable to Switchback following the closing of the Business Combination (the “Closing”), including provisions relating to (i) the Class B Common Stock, (ii) redemption rights with respect to Class A Common Stock, (iii) the Trust Account (as defined below), (iv) share issuances prior to the consummation of the Initial Business Combination, (v) transactions with affiliates and other blank check companies, (vi) approval of the Initial Business Combination and (vii) the minimum value of the target in the Initial Business Combination, (b) to change the post-combination company’s name to “ChargePoint Holdings, Inc.” (“New ChargePoint”), and (c) removing the provision that Switchback elects to not be subject to Section 203 of the Delaware General Corporation Law (collectively, the “Additional Charter Proposal”).
3.The NYSE Proposal-To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, (a) the issuance of up to an aggregate of 250,000,000 shares of Class A Common Stock in connection with the Business Combination, (b) the issuance and sale of 22,500,000 shares of Class A Common Stock in a private offering of securities to certain investors in connection with the Business Combination, which shall occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement and (c) the issuance of up to 71,803,112 shares of Class A Common Stock that may be reserved for issuance in respect of New ChargePoint options issued in exchange for outstanding pre-merger ChargePoint options and in respect of New ChargePoint warrants issued in exchange for outstanding pre-merger ChargePoint warrants (the “NYSE Proposal”).
4.The 2021 Plan Proposal-To consider and vote upon a proposal to approve and adopt the New ChargePoint 2021 Equity Incentive Plan (the “2021 Plan”) and material terms thereunder (the “2021 Plan Proposal”) (Proposal No. 8). A copy of the 2021 Plan is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex C.
5.The ESPP Proposal-To consider and vote upon a proposal to approve and adopt the New ChargePoint Employee Stock Purchase Plan (the “ESPP”) and material terms thereunder (the “ESPP Proposal”) (Proposal No. 9). A copy of the ESPP is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex D.
6.The Director Election Proposal-To consider and vote upon a proposal to elect, effective immediately after the effective time of the Merger, three directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders and three directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal”).
7.The Adjournment Proposal-To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal or the Director Election Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Director Election Proposal, the “Proposals”).
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| 2021-02-10 |
详情>>
股本变动：
变动后总股本3926.47万股
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| 2021-02-10 |
详情>>
业绩披露：
2020年年报每股收益-0.71美元,归母净利润-499.08万美元,同比去年增长-740.19%
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| 2020-12-24 |
温馨提示：
美股圣诞休市通知，美股24日（周四）提前三小时休市，12月25日（周五）休市一天。
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| 2020-11-16 |
详情>>
业绩披露：
2020年三季报(累计)每股收益0.02美元,归母净利润-45.07万美元,同比去年增长-425.64%
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| 2020-09-17 |
复牌提示：
2020-09-16 14:29:08 停牌，复牌日期 2020-09-16 14:34:14
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| 2020-08-13 |
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业绩披露：
2020年中报每股收益0.03美元,归母净利润34.23万美元,同比去年增长708.79%
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