secwatch / observer
8-K filed February 7, 2023, 6:59 PM ET ticker LNZA CIK 0001843724
M&A confidence high sentiment positive materiality 0.85

AMCI stockholders approve LanzaTech business combination; additional $5M PIPE and $100M forward purchase secured.

LanzaTech Global, Inc.

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

LanzaTech Global, Inc. shareholders approved Approve increase in authorized shares of New LanzaTech Common Stock from 300,000,000 to 400,000,000 and preferred stock from 1,000,000 to 20,000,000 at the 2023-02-06 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-02-06
Exact text from the filing
4. The Company’s stockholders voted to approve the increase in the number of authorized shares of New LanzaTech Common Stock from 300,000,000 shares to 400,000,000 shares and the increase in the number of authorized shares of preferred stock of New LanzaTech, par value $0.0001 per share (“ New LanzaTech Preferred Stock ”), from 1,000,000 shares to 20,000,000 shares. The votes cast were as follows: Votes For Votes Against Abstentions 11,551,751 (Class A Common Stock) 778,239 (Class A Common Stock) 519 (Class A Common Stock) 3,750,000 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock)
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

LanzaTech Global, Inc. shareholders approved Approve the second amended and restated certificate of incorporation (Proposed Charter) at the 2023-02-06 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-02-06
Exact text from the filing
2. The Company’s stockholders voted to approve the second amended and restated certificate of incorporation of the Company (the “ Proposed Charter ”), which will replace the Company’s amended and restated certificate of incorporation, dated August 3, 2021 (the “ Current Charter ”) effective upon the closing of the Business Combination (the “Closing ”). The votes cast were as follows : Votes For Votes Against Abstentions 11,220,974 (Class A Common Stock) 1,109,335 (Class A Common Stock) 200 (Class A Common Stock) 3,750,000 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock)
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

LanzaTech Global, Inc. shareholders approved Election of seven directors to serve on New LanzaTech's board of directors at the 2023-02-06 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-02-06
Exact text from the filing
8. The Company’s stockholders voted to elect seven directors to serve on New LanzaTech’s board of directors. The votes cast were as follows : Nominee Votes For Votes Withheld Jennifer Holmgren (Class I) 15,298,388 782,121 Nigel Gormly (Class I) 15,298,588 781,921 Nimesh Patel (Class I) 15,298,588 781,921 Barbara Byrne (Class II) 15,298,488 782,021 Gary Rieschel (Class II) 15,298,588 781,921 Jim Messina (Class III) 15,298,588 781,921 Dorri McWhorter (Class III) 15,298,488 782,021
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

LanzaTech Global, Inc. shareholders approved Approve the LanzaTech 2023 Long-Term Incentive Plan at the 2023-02-06 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2023-02-06
Exact text from the filing
7. The Company’s stockholders voted to approve the LanzaTech 2023 Long-Term Incentive Plan (the “ Incentive Plan ”), including the authorization of the initial share reserve, the aggregate number of shares issuable pursuant to incentive stock options (“ ISOs ”) within the meaning of section 422 of the Internal Revenue Code of 1986, as amended, and the class(es) of employees eligible for ISOs under the Incentive Plan. The votes cast were as follows : Votes For Votes Against Abstentions 14,579,089 1,497,420 4,000
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

LanzaTech Global, Inc. shareholders approved Non-binding advisory approval of difference (c): change stockholder vote required to amend certain charter provisions at the 2023-02-06 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-02-06
Exact text from the filing
c. To change the stockholder vote required to amend certain provisions of the Proposed Charter. The votes cast were as follows : Votes For Votes Against Abstentions 13,305,434 2,764,086 10,989
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

LanzaTech Global, Inc. shareholders approved Non-binding advisory approval of difference (a): authorized capital stock provisions at the 2023-02-06 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-02-06
Exact text from the filing
a. To provide that New LanzaTech will have authorized capital stock of 420,000,000 shares, consisting of 400,000,000 shares of New LanzaTech Common Stock and 20,000,000 shares of New LanzaTech Preferred Stock, as opposed to the Company having authorized capital stock of 301,000,000 shares, consisting of 280,000,000 shares of AMCI Class A Common Stock, 20,000,000 shares of AMCI Class B Common Stock and 1,000,000 shares of preferred stock of the Company. The votes cast were as follows: Votes For Votes Against Abstentions 14,403,067 1,676,733 709
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

LanzaTech Global, Inc. shareholders approved Non-binding advisory approval of difference (e): changes including corporate name, perpetual existence, removal of blank check provisions at the 2023-02-06 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-02-06
Exact text from the filing
e. To provide for certain additional changes, including, among other things, (i) changing New LanzaTech’s corporate name from “AMCI Acquisition Corp. II” to “LanzaTech Global, Inc.” and making New LanzaTech’s corporate existence perpetual and (ii) removing certain provisions related to the Company’s status as a blank check company that will no longer apply upon Closing. The votes cast were as follows : Votes For Votes Against Abstentions 15,301,976 778,029 504
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

LanzaTech Global, Inc. shareholders approved Non-binding advisory approval of difference (d): prohibit stockholder action by written consent at the 2023-02-06 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-02-06
Exact text from the filing
d. To prohibit all stockholders from acting by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent. The votes cast were as follows : Votes For Votes Against Abstentions 14,057,630 2,022,369 510
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

LanzaTech Global, Inc. shareholders approved Approve reclassification of Class A Common Stock and Class B Common Stock into a single class of New LanzaTech Common Stock at the 2023-02-06 meeting.

Outcome
passed
Meeting
2023-02-06
Exact text from the filing
3. The Company’s stockholders voted to approve the reclassification of the Company’s Class A Common Stock and the Company’s Class B common stock, par value $0.0001 per share (“ AMCI Class B Common Stock ”) into a single class of common stock, par value $0.0001 per share, of New LanzaTech (“ New LanzaTech Common Stock ”). The votes cast were as follows : Votes For Votes Against Abstentions 11,552,276 (Class A Common Stock) 778,029 (Class A Common Stock) 204 (Class A Common Stock) 3,750,000 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock)
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

LanzaTech Global, Inc. shareholders approved Approve issuance of shares in connection with Merger Agreement and PIPE Investment for Nasdaq listing compliance at the 2023-02-06 meeting.

Proposal
merger approval
Outcome
passed
Meeting
2023-02-06
Exact text from the filing
6. The Company’s stockholders voted to approve , for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market LLC, the issuance of (x) shares of New LanzaTech Common Stock pursuant to the terms of the Merger Agreement and (y) shares of AMCI Class A Common Stock to the PIPE Investors in connection with the PIPE Investment, plus any additional shares pursuant to subscription agreements or other agreements the Company enters into prior to Closing. The votes cast were as follows : Votes For Votes Against Abstentions 15,302,080 778,039 390
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

LanzaTech Global, Inc. shareholders approved Non-binding advisory approval of difference (b): removal of directors only for cause with 66 2/3% vote at the 2023-02-06 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-02-06
Exact text from the filing
b. To provide that directors of New LanzaTech may be removed from office only for cause and only with the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of stock of New LanzaTech. The votes cast were as follows : Votes For Votes Against Abstentions 14,055,458 2,014,249 10,802
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

LanzaTech Global, Inc. shareholders approved Approve and adopt the Merger Agreement and the Business Combination at the 2023-02-06 meeting.

Proposal
merger approval
Outcome
passed
Meeting
2023-02-06
Exact text from the filing
1. The Company’s stockholders voted to approve and adopt the Merger Agreement and the Business Combination. The combined company following the closing will be renamed “LanzaTech Global, Inc.” (the “ New LanzaTech ”). The votes cast were as follows: Votes For Votes Against Abstentions 15,302,280 778,029 200
View on SEC.gov

560 shareholder votes filed in the last 30 days. Browse all shareholder votes →

LanzaTech Global, Inc. filing history →

Source: SEC EDGAR
accession 0001104659-23-011412
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