---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-035209"
form_type: "8-K"
ticker: null
cik: "0001824734"
company_name: "Berkshire Grey, Inc."
filed_at: "2023-07-19T23:59:59+00:00"
generated_at: "2026-06-13T06:29:54.209044+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Berkshire Grey stockholders approve acquisition by SoftBank Group

## Summary
- Merger with SoftBank subsidiary approved with 204,316,059 votes for and 1,473,262 against.
- Charter amendment increasing authorized Class A shares from 385M to 700M also approved.
- Approval fulfills key condition for deal; closing expected subject to regulatory and other conditions.
- Quorum of ~84.63% of outstanding shares represented at special meeting.

## SEC filing metadata
- accession: 0001140361-23-035209
- form_type: 8-K
- cik: 0001824734
- company_name: Berkshire Grey, Inc.
- filed_at: 2023-07-19T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1824734/000114036123035209/0001140361-23-035209-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1824734/000114036123035209/brhc20056032_8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-035209
- JSON: https://secwatch.observer/filing/0001140361-23-035209.json
- Plain text: https://secwatch.observer/filing/0001140361-23-035209.txt

## Key facts
- Governance Changes
  Berkshire Grey, Inc.: Amendment to increase authorized shares of Class A common stock from 385,000,000 to 700,000,000 and total common stock from 400,000,000 to 715,000,000 (effective 2023-07-18).
  - Change: charter amendment
  - Effective: 2023-07-18
  source text: On July 18, 2023, Berkshire Grey, Inc. (the “ Company ”) held a special meeting of stockholders (the “ Special Meeting ”) at which the Company’s stockholders voted to approve, among other things, a proposal to amend the Company’s Third Amended and Restated Certificate of Incorporation, dated July 21, 2021, to increase (i) the authorized shares of the Company’s Class A common stock from 385,000,000 to 700,000,000 and (ii) the number of authorized shares of Company common stock from 400,000,000 to 715,000,000 (the “ Charter Amendment Proposal ”). The certificate of amendment to the Company's Third Amendment and Restated Certificate of Incorporation (the “ Certificate of Amendment ”) became effective upon filing with the Secretary of State of the State of Delaware on July 18, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1824734/000114036123035209/0001140361-23-035209-index.htm
- Shareholder Votes
  Berkshire Grey, Inc. shareholders approved To approve and adopt the Agreement and Plan of Merger, dated as of March 24, 2023, by and among Parent, Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent, and the Company, pursuant to which Merger Sub will be merged with and into the Company, with the Compa.
  - Proposal: merger approval
  - Outcome: passed
  source text: The following votes were cast at the Special Meeting (virtually or by proxy) and the Merger Agreement Proposal was approved: VOTES FOR VOTES AGAINST ABSTENTIONS 204,316,059 1,473,262 163,292
  evidence_url: https://www.sec.gov/Archives/edgar/data/1824734/000114036123035209/0001140361-23-035209-index.htm
- Shareholder Votes
  Berkshire Grey, Inc. shareholders approved To approve the Charter Amendment Proposal..
  - Proposal: charter amendment
  - Outcome: passed
  source text: The following votes were cast at the Special Meeting (virtually or by proxy) and the Charter Amendment Proposal was approved: VOTES FOR VOTES AGAINST ABSTENTIONS 204,347,318 1,191,611 413,684
  evidence_url: https://www.sec.gov/Archives/edgar/data/1824734/000114036123035209/0001140361-23-035209-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.