| 2023-06-20 |
股东大会：
将于2023-07-25召开股东大会
会议内容 ▼▲
- 1.To elect the six director nominees named in the proxy statement, each for a term expiring at the next Annual Meeting of Stockholders or until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal;
2.To approve, on a non-binding advisory basis, the compensation of the named executive officers;
3.To adopt and approve an amendment, in the form of Annex B to the accompanying proxy statement, to our Certificate of Incorporation that effects a reverse stock split of the outstanding shares of the Company’s Class A common stock, par value $0.0001 per share, at a reverse stock split ratio of 40-for-1, 45-for-1, 50-for-1, 55-for-1 or 60-for-1, as determined by our Board of Directors at a later date (the “Reverse Stock Split,” and, such proposal, the “Reverse Stock Split Proposal”);
4.To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023;
5.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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| 2021-02-16 |
股东大会：
将于2021-03-05召开股东大会
会议内容 ▼▲
- 1.The Pre-Merger Charter Amendment Proposal-To approve an amendment of CF II’s current amended and restated certificate of incorporation (the “Existing Charter”) to increase the number of authorized shares of CF II Class A Common Stock from 100,000,000 to 400,000,000 shares for the purposes of carrying out the Business Combination (as defined below). We refer to this proposal as the “Pre-Merger Charter Amendment Proposal.”
2.The Business Combination Proposal-To approve and adopt the Agreement and Plan of Merger, dated November 30, 2020 (as the terms and conditions therein may be amended, modified or waived from time to time, the “Merger Agreement”), by and among CF II, PVMS Merger Sub, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of CF II (“Merger Sub”), and View, Inc., a Delaware corporation (“View”), and approve the transactions contemplated thereby, including the merger of Merger Sub with and into View, with View continuing as the surviving corporation and as a wholly-owned subsidiary of CF II (the “Business Combination”). Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Business Combination (the “Effective Time”):
2.1.shares of View’s common stock and preferred stock (collectively, the “View Capital Stock”) outstanding immediately prior to the Effective Time (other than dissenting shares and certain other shares as set forth under the Merger Agreement) and holders of View Capital Stock will receive 0.02325 shares of CF II Class A Common Stock for each share of View Capital Stock held;
2.2.each option and warrant of View outstanding immediately prior to the Effective Time, if not exercised prior to such time, will be assumed by CF II and convert, at the same ratio, into an option or warrant to purchase shares of CF II Class A Common Stock;
2.3.CF II will change its name to “View, Inc.”
3.The Director Election Proposal-To consider and vote upon a proposal to elect seven directors to serve on the Combined Entity Board until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal.”
4.The Nasdaq Proposal-To approve, for purposes of complying with The Nasdaq Stock Market Listing Rule 5635 (the “Nasdaq Listing Rule”), the issuance of up to 151,438,635 shares of Class A Common Stock, par value $0.0001 per share, of CF II (“CF II Class A Common Stock” or the “Class A Common Stock”) pursuant to the Merger Agreement. We refer to this proposal as the “Nasdaq Proposal.”
5.The Post-Merger Charter Amendment Proposals-To consider and vote upon:
5.1.separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of the Combined Entity (the “Amended Charter”) that will be in effect upon the closing of the Merger and CF II’s current certificate of incorporation (the “Existing Charter”), a copy of which is attached to this proxy statement/prospectus as Annex B:
5.1.1.Post-Merger Charter Amendment Proposal A-The Combined Entity will have 601,000,000 shares of authorized capital stock, which will consist of (i) 600,000,000 shares of Class A Common Stock, par value $0.0001 per share (“Combined Entity Class A Common Stock”) and (ii) 1,000,000 shares of preferred stock, as opposed to CF II having 121,000,000 shares of authorized capital stock, which consists of (i) 100,000,000 shares of CF II Class A Common Stock and (ii) 20,000,000 shares of Class B Common Stock, par value $0.0001 per share, (“CF II Class B Common Stock”, and together with CF II Class A Common Stock, “CF II Common Stock”) and (iii) 1,000,000 shares of preferred stock (without taking into account the Pre-Merger Charter Amendment);
5.1.2.Post-Merger Charter Amendment Proposal B-The Combined Entity will amend its name to “View, Inc.” from “CF Finance Acquisition Corp. II.”;
5.1.3.Post-Merger Charter Amendment Proposal C-The Amended Charter will expressly state that no holder of Common Stock shall be entitled to preemptive or subscription rights, as opposed to the Existing Charter being silent on such matter;
5.1.4.Post-Merger Charter Amendment Proposal D-The Amended Charter will expressly state that, subject to the requirements of applicable law, (i) the Combined Entity shall have the power to issue and sell all or any part of any shares of any class of stock authorized to such persons, and for such consideration, as the board of directors of the Combined Entity (the “Combined Entity Board”) shall from time to time, in its discretion, determine and (ii) the Combined Entity shall have the power to purchase any shares of any class of stock authorized from such persons, and for such consideration, as the Combined Entity Board shall from time to time, in its discretion, determine, as opposed to the Existing Charter being silent on such matter;
5.1.5.Post-Merger Charter Amendment Proposal E-The Combined Entity Board will consist of no less than one and no more than eleven directors, as opposed to the Existing Charter having no express requirements or limitations on the number of directors;
5.1.6.Post-Merger Charter Amendment Proposal F-The Amended Charter will require the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding capital stock of the Combined Entity in order to amend certain provisions of the Amended Charter, as opposed to the Existing Charter requiring amendments to the Existing Charter be conducted in accordance with the DGCL;
5.1.7.Post-Merger Charter Amendment Proposal G-The Amended Charter will require the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding capital stock of the Combined Entity for stockholders of the Combined Entity in order to adopt, amend, alter or repeal the bylaws of the Combined Entity, as opposed to the Existing Charter requiring the affirmative vote of the holders of at least a majority of the voting power of the outstanding capital stock of CF II for stockholders of the CF II in order to adopt, amend, alter or repeal the bylaws of CF II;
5.1.8.Post-Merger Charter Amendment Proposal H-The Amended Charter will eliminate various provisions applicable only to blank check companies.
6.The 2021 Equity Incentive Plan Proposal-To approve and adopt the 2021 Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex E. We refer to this proposal as the “2021 Equity Incentive Plan Proposal.”
7.The CEO Incentive Plan Proposal-To approve and adopt the CEO Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex F. We refer to this proposal as the “CEO Incentive Plan Proposal.”
8.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, 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 Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals, the 2021 Equity Incentive Plan Proposal or the CEO Incentive Plan Proposal. We refer to this proposal as the “Adjournment Proposal” and, together with the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals, the 2021 Equity Incentive Plan Proposal and the CEO Incentive Plan Proposal, as the “Proposals.”
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