Quantum-Si stockholders approve charter amendment removing director cap and adding Class B sunset on June 10, 2028

Quantum-Si Inc

Charter amendment approved: removes director cap (460,048,611 for, 401,937 against) and adds automatic Class B conversion on June 10, 2028 (398,750,000 Class B votes for, 0 against).
Nine directors re-elected; Jack Kenny (449,949,474 for) and Kevin Rakin (448,510,967 for) received most opposition.
Deloitte & Touche ratified as auditor for FY2024 (460,397,267 for, 71,110 against); say-on-pay approved (459,462,890 for, 907,087 against).
Quorum was 88.45% of total voting power; Class B common stock held 20 votes per share.
Certificates of amendment filed with Delaware on May 16, 2024.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Quantum-Si Inc: Amended certificate of incorporation to remove director cap and add automatic conversion of Class B common stock on June 10, 2028 (effective 2024-05-16).

Change: charter amendment
Effective: 2024-05-16

Exact text from the filing

On May 16, 2024, Quantum-Si Incorporated (the “Company”) filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to (i) remove the cap on the number of directors to serve on the Company’s board of directors (the “Board”) and make related changes to the process for filling newly created directorships or board vacancies (the “Director Cap Amendments”), and (ii) add a provision with respect to the automatic conversion of the Company’s Class B common stock effective June 10, 2028, which is seven years from the date of the closing of the business combination by and among Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.), Tenet Merger Sub, Inc., and Q‐Si Operations Inc. (formerly Quantum-Si Incorporated) (the “Sunset Amendment” and together with the Director Cap Amendments, the “Charter Amendment”).

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

Quantum-Si Inc shareholders approved Advisory vote to approve named executive officer compensation at the 2024-05-15 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2024-05-15

Exact text from the filing

The advisory vote of the compensation of the Company’s named executive officers, as described in the Proxy Statement, was approved, based on the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 459,462,890 907,087 144,873 -

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.85

Quantum-Si Inc shareholders approved Director Cap Amendments at the 2024-05-15 meeting.

Outcome: passed
Meeting: 2024-05-15

Exact text from the filing

The Director Cap Amendments were approved, based on the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 460,048,611 401,937 64,302 -

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

Quantum-Si Inc shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm at the 2024-05-15 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2024-05-15

Exact text from the filing

The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, based on the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 460,397,267 71,110 46,473 -

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.85

Quantum-Si Inc shareholders approved Sunset Amendment at the 2024-05-15 meeting.

Outcome: passed
Meeting: 2024-05-15

Exact text from the filing

The Sunset Amendment was approved, based on the following votes: Class A Common Stock: Votes For Votes Against Votes Abstained Broker Non-Votes 61,429,495 254,661 80,694 - Class B Common Stock: Votes For Votes Against Votes Abstained Broker Non-Votes 398,750,000 - - -

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13 governance changes filed in the last 30 days. Browse all governance changes →

Quantum-Si Inc filing history →

Source: SEC EDGAR

accession 0001140361-24-026703

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