8-K
filed June 28, 2023, 7:59 PM ET
ticker OWLT
CIK 0001816708
other material
confidence high
sentiment neutral
materiality 0.40
Owlet stockholders approve reverse stock split and Eclipse ownership proposal at 2023 annual meeting
Owlet, Inc.
- Elected directors Jayson Knafel and Kurt Workman to Class II board seats through 2026.
- Approved reverse stock split at ratio of 1-for-10 to 1-for-20, with Board to set final ratio.
- Approved change-of-control issuance of common stock upon conversion of Series A preferred and warrants to Eclipse Ventures LLC.
- Ratified PricewaterhouseCoopers as independent auditor for FY 2023 with 102.4M votes for.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Owlet, Inc. shareholders approved Election of two Class II directors at the 2023-06-23 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-23
Exact text from the filing
On June 23, 2023, Owlet, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on four proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2023, as supplemented with additional soliciting material filed with the SEC on June 9, 2023. The final voting results for each proposal considered and voted upon at the Annual Meeting, as certified by the Company’s inspector of election, are set forth below. Proposal No. 1 — Election of Directors The stockholders elected each of the two nominees for Class II director to serve on the Company’s Board of Directors (the “Board”) until the 2026 annual meeting of stockholders and until his successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Voting results for the nominees were as follo
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Owlet, Inc. shareholders approved Amendments to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share, at a ratio ranging from any whole number between 1-for-10 to 1-for-20, inclusive, with such ratio to be determined at the 2023-06-23 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2023-06-23
Exact text from the filing
Proposal No. 2 — Reverse Stock Split Proposal The stockholders approved amendments to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at a ratio ranging from any whole number between 1-for-10 to 1-for-20, inclusive, with such ratio to be determined at the discretion of the Board and reduce the number of authorized shares of Common Stock and unissued authorized shares of the Company’s preferred stock, par value $0.0001 per share. The voting results for this proposal were as follows: For Against Abstentions Broker Non-Votes 105,430,713 730,141 67,233 —
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Owlet, Inc. shareholders approved Approval, as a 'change of control' of the Company for purposes of Section 312.03(d) of the New York Stock Exchange Listed Company Manual, the issuance of Common Stock upon conversion of shares of the Company’s Series A convertible preferred stock, par value $0.0001 per share, and exercise of warrant at the 2023-06-23 meeting.
- Outcome
- passed
- Meeting
- 2023-06-23
Exact text from the filing
Proposal No. 3 — Eclipse Ownership Proposal The stockholders approved, as a “change of control” of the Company for purposes of Section 312.03(d) of the New York Stock Exchange Listed Company Manual, the issuance of Common Stock upon conversion of shares of the Company’s Series A convertible preferred stock, par value $0.0001 per share, and exercise of warrants issued and sold to Eclipse Ventures LLC. The voting results for this proposal were as follows: For Against Abstentions Broker Non-Votes 77,266,819 1,138,253 297,916 9,248,324
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Owlet, Inc. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-23 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-23
Exact text from the filing
Proposal No. 4 — Ratification of the Appointment of Independent Registered Public Accounting Firm The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results for this proposal were as follows: For Against Abstentions Broker Non-Votes 102,388,226 3,618,058 221,803 —
View on SEC.gov
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