SECURITIES AND EXCHANGE COMMISSION
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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|Item 5.07.||Submission of Matters to a Vote of Security Holders.|
At 9:00 a.m., Pacific Time, on July 17, 2023, Embark Technology, Inc. (“Embark”) held a special meeting of its stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of May 25, 2023 (the “Merger Agreement”), by and among Embark, Applied Intuition, Inc., (“Applied”), and Azara Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Applied.
As of the close of business on June 20, 2023, the record date for the Special Meeting (the “Record Date”), there were 20,020,295 shares of Embark’s class A common stock, par value $0.0001 per share (“Class A Common Stock”), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. As of the close of business on the Record Date, there were 4,353,948 shares of Embark’s class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), outstanding, each of which was entitled to ten votes on each proposal at the Special Meeting. Present at the Special Meeting virtually or by proxy were holders of 10,674,767 shares of Common Stock representing 78.44% of the voting power of the Common Stock issued and outstanding as of the close of business on the Record Date, which constituted a quorum to conduct business at the Special Meeting under Embark’s bylaws.
The following are the voting results of the proposals considered and voted upon at the Special Meeting, each of which is described in detail in Embark’s definitive proxy statement, dated June 26, 2023, which was first mailed to Embark’s stockholders on or about June 26, 2023.
Proposal 1: To adopt the Merger Agreement and approve the merger (the “Merger Proposal”).
Embark’s stockholders approved the Merger Proposal, and the vote was as follows:
In light of the approval of Proposal 1, Proposal 2 described in the Embark’s definitive proxy statement (relating to adjournment of the Special Meeting, if necessary or appropriate) was rendered moot and was not presented at the Special Meeting.
|Item 9.01||Financial Statements and Exhibits.|
* * *
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Embark Technology, Inc.|
|Date: July 18, 2023||By:||/s/ Alex Rodrigues|
|Title:||Chief Executive Officer|