| 2021-11-24 |
股东大会：
将于2021-12-14召开股东大会
会议内容 ▼▲
- 1.to consider and vote upon a proposal to approve the agreement and plan of merger, dated as of February 1, 2021 (as amended and as may be further amended and/or restated from time to time, the “Merger Agreement”) by and among FAST, Fertitta Entertainment, Inc., a Texas corporation (“FEI”), FAST Merger Corp., a Texas corporation and direct subsidiary of the Company (“FAST Merger Corp.”) and FAST Merger Sub Inc., a Texas corporation and direct subsidiary of FAST Merger Corp. (“Merger Sub”), pursuant to which (i) the Company will change its jurisdiction of incorporation to Texas (the “reincorporation”) by merging with and into FAST Merger Corp., with FAST Merger Corp. surviving the merger (the “TX Merger”), pursuant to the agreement and plan of merger, dated as of February 1, 2021, by and between FAST and FAST Merger Corp. (the “TX Merger Agreement”), (ii) Merger Sub will merge with and into FEI with FEI surviving the merger and (iii) FEI shall merge with and into LLC Sub with LLC Sub surviving such merger as a direct, wholly owned subsidiary of FAST Merger Corp. (the transactions contemplated by the Merger Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”);
2.to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the change of FAST’s jurisdiction of incorporation from the State of Delaware to the State of Texas through the reincorporation. In connection with the reincorporation, FAST will replace its current amended and restated certificate of incorporation (the “Current Charter”) with the proposed amended and restated certificate of formation (the “Proposed Charter”) of FAST Merger Corp., to be renamed “Fertitta Entertainment, Inc.” following the reincorporation (“New FEI”) (we refer to such proposal as the “Reincorporation Proposal”);
3.to consider and vote upon separate proposals to approve, assuming each of the Business Combination Proposal and the Reincorporation Proposal is approved and adopted, the following (which we refer to, collectively, as the “Charter Proposals”):(1)A proposal to approve the Proposed Charter of New FEI in connection with the reincorporation (we refer to such proposal as the “Charter Approval Proposal”);(2)A proposal to approve the increase in the number of authorized shares of New FEI Class A common stock from 380,000,000 shares to 1,500,000,000 shares (we refer to such proposal as “Charter Proposal A”);(3)A proposal to approve the increase in the number of authorized shares of New FEI Class B common stock from 20,000,000 shares to 600,000,000 shares (we refer to such proposal as “Charter Proposal B”);
4.to approve and adopt, on a non-binding advisory basis, certain differences between the Current Charter and the Proposed Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as separate sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):(1)Under the Proposed Charter, New FEI will be authorized to issue 2,200,000,000 shares of capital stock, consisting of (i) 1,500,000,000 shares of New FEI Class A common stock, par value $0.0001 per share, (ii) 600,000,000 shares of New FEI Class B common stock, par value $0.0001 per share, and (iii) 100,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to the Current Charter authorizing FAST to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share;(2)Holders of shares of New FEI Class A common stock will be entitled to cast one vote per share of New FEI Class A common stock and holders of shares of New FEI Class B common stock will be entitled to cast ten (10) votes per share of New FEI Class B common stock on each matter properly submitted to New FEI’s stockholders entitled to vote, as opposed to each share of FAST Class A common stock and FAST Class B common stock being entitled to one vote per share on each matter properly submitted to FAST’s stockholders entitled to vote;(3)Each member of the board of directors of New FEI will be elected at each annual meeting of stockholders (or special meeting in lieu thereof), as opposed to FAST having three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term;(4)The board of directors of New FEI will be comprised of not less than three (3) and not more than eight (8) directors, as opposed to FAST having no fixed number of directors;(5)Unless the Company consents in writing to the selection of an alternative forum, the Southern District of Texas in the State of Texas shall be the sole and exclusive forum for all actions arising outside of the Securities Act, as opposed to FAST having the Court of Chancery of the State of Delaware as the sole and exclusive forum;(6)Under the Proposed Charter, the Company may declare and make a special distribution to the shares of New FEI Class B common stock held by Mr. Fertitta of 100% of the equity interests of Splitco;(7)Amendments to certain provisions of the Proposed Charter relating to the rights of Class A and Class B common stock will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of the Company entitled to vote thereon, voting together as a single class, while the Company is under the control of Mr. Fertitta and (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, from and after the time that New FEI ceases to be under the control of Mr. Fertitta, as opposed to the Current Charter only requiring such an amendment to be approved by stockholders in accordance with Delaware law;
5.to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Reincorporation Proposal and the Charter Proposals are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange, the issuance of (x) shares of New FEI Class B common stock to Mr. Fertitta pursuant to the terms of the Merger Agreement and (y) FAST Class A common stock to certain institutional investors, including Jefferies and Tilman Fertitta (the “PIPE Investors”), in connection with the Private Placement, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (we refer to this proposal as the “Stock Issuance Proposal”);
6.to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Reincorporation Proposal and the Charter Proposals are approved and adopted, the election of six directors to serve on New FEI’s board of directors for a term of one year expiring at the annual meeting of stockholders to be held in 2022 or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (we refer to this as the “Director Election Proposal”);
7.to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Reincorporation Proposal, the Charter Proposals, the Stock Issuance Proposal and the Director Election Proposal are approved and adopted, the Fertitta Entertainment, Inc. 2021 Incentive Award Plan (we refer to this proposal as the “Incentive Award Plan Proposal” and, collectively with the Business Combination Proposal, the Reincorporation Proposal, the Charter Proposals, the Stock Issuance Proposal and the Director Election Proposal, the “condition precedent proposals”);
8.to consider and vote upon a proposal to approve the adjournment of 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, any of the condition precedent proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).
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