LF Capital Acquisition: Item 5.07. Submission Of Matters To A Vote Of Security Holders

The following excerpt is from the company's SEC filing.

Meeting of Warrant Holders

On December 14, 2020,
LF Capital Acquisition Corp. (the “Company”) held a meeting of warrant holders (the “Warrant Holders Meeting”)
in connection with the proposed business combination of the Company and Landsea Homes Incorporated (“Landsea”), as
described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”)
on November 23, 2020 and incorporated herein by reference. At the Warrant Holders Meeting, a total of 14,037,067 (or 90.41%) of
the Company’s outstanding warrants held of record as of November 11, 2020, the record date for the Warrant Holders Meeting,
were present either in person or by proxy, which constituted a quorum. The Company’s warrant holders voted on the following
proposals at the Warrant Holders Meeting, each of which were approved. The final vote tabulation for each proposal is set forth
below.

Proposal 1.

 To
amend the warrant agreement (the “Warrant Amendment”) that governs all of the Company’s outstanding public warrants.
The Warrant Amendment proposes to provide that, upon completion of the transactions contemplated by the Agreement and Plan of
Merger, dated as of August 31, 2020 (as it may be amended from time to time, the “Merger Agreement”) by and among
the Company, LFCA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger
Sub”), Landsea, and Landsea Holdings Corporation, a Delaware corporation (the “Seller”), and approve the transactions
contemplated thereby, including, among other things, the merger of Merger Sub with and into Landsea, with Landsea continuing as
the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement,
the “Business Combination”) (i) each of our outstanding public warrants, which currently entitle the holder thereof
to purchase one share of our Class A Stock at an exercise price of $11.50 per share, will become exercisable for one-tenth of
o

ne share at an exercise price of $1.15 per one-tenth
share ($11.50 per whole share) and (ii) each holder of a public warrant immediately prior to the consummation of the Business
Combination will be entitled to receive, for each such warrant (in exchange for the reduction in the number of shares for which
such warrants are exercisable), a cash payment of $1.85 as soon as reasonably practicable following the consummation of the Business
Combination (the “Warrant Amendment Proposal”).

Against

Abstained

13,986,229

50,838

Proposal
2. 

To approve the adjournment of the Warrant Holders Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies if it is determined that more time is necessary or appropriate to approve the Warrant Amendment
Proposal. 

13,981,304

50,588

Although
this proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment
of the Warrant Holders Meeting was determined not to be necessary or appropriate.

Special
Meeting of Stockholders

On December 14, 2020,
the Company also held a special meeting of stockholders (the “Special Meeting”) in connection with the Business Combination.
At the Special Meeting, a total of 12,630,036 (or 78.44%) of the Company’s issued and outstanding shares of Class A
common stock and Class B common stock held of record as of November 11, 2020, the record date for the Special Meeting, were
present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals
at the Special Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.

Proposal
1.

 To adopt the Merger Agreement and approve the transactions contemplated thereby, including, among other things, the
Business Combination (the “Business Combination Proposal”).

12,401,244

228,784

To approve for purposes of complying with applicable listing rules of the Nasdaq Stock Market (“Nasdaq”),
the issuance of more than 20% of the Company’s issued and outstanding Common Stock pursuant to the Business Combination
(the “Nasdaq Proposal”). 

12,401,044

228,984

Proposal
3. 

To adopt the Second Amended and Restated Certificate of Incorporation of the Company (the “Charter Approval
Proposal”). 

12,335,294

294,734

Proposal
4. 

To approve proposals with respect to certain governance provisions in the Second Amended and Restated Certificate
of Incorporation (the “Existing Certificate”), separately presented in accordance with SEC requirements and voted
upon on a non-binding advisory basis (the “Governance Proposals”).  The voting results for each separate proposal
were as follows:

4A.
To amend the Existing Certificate of the Company to change the classification of the board of directors of the Company from three
classes to one class, with each being elected to annual terms at each annual meeting of stockholders:

12,630,028

4B.
To amend the Existing Certificate of the Company to permit the Seller to act by written consent as a stockholder of the Company
so long as the Seller and its affiliates, collectively, beneficially own at least a majority of the outstanding shares of the
Company:

11,926,733

703,245

4C.
To amend the Existing Certificate of the Company to provide that any stockholder (or group of stockholders) of the Company that
beneficially owns at least 25% of the voting power of the stock outstanding and entitled to vote on the matter or matters proposed
to be brought before a special meeting shall have the right to call a special meeting of the stockholders of the Company:

4D.
To amend the Existing Certificate of the Company to elect not to be governed by Section 203 of the General Corporation Law of
the State of Delaware and, instead, include a provision in the certificate of incorporation that is substantially similar to Section
203, but excludes the Seller and its successors and affiliates from the definition of “interested stockholder”, and
to make certain related changes:

11,895,133

734,895

4E.
To amend the Existing Certificate of the Company to require the approval of no less than 80% of the outstanding shares of the
Company’s common stock for any merger or consolidation with any other entity, when the Seller and its affiliates, collectively,
beneficially own more than 20% of the outstanding shares of the Company’s common stock:

12,532,278

97,750

4F.
To amend the Existing Certificate of the Company to delete the current corporate opportunities provision and replace it with a
requirement that not less than 70% of the voting power of the outstanding shares of common stock of the Company is required to
amend that certain provision of that certain stockholders agreement to be entered into as of the consummation of the Business
Combination, by and between the Company and the Seller, that the Seller and its affiliates refrain from engaging in the domestic
homebuilding business, subject to certain threshold ownership requirements:

12,303,294

326,734

4G.
To amend the Existing Certificate of the Company to require the affirmative vote of at least 70% of the voting power of the stock
outstanding and entitled to vote thereon for any proposed amendment to the certificate of incorporation of the Company:

11,894,983

735,045

4H.
To amend the Existing Certificate of the Company to require the affirmative vote of at least 70% of the voting power of the stock
outstanding and entitled to vote thereon for any proposed amendment to the bylaws of the Company:

4I.
To amend the Existing Certificate of the Company to provide for a single class of common stock of Company, entitled to one vote
for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote
(other than certain amendments relating to preferred stock) and increase the total number of authorized shares of common stock
from 115,000,000 shares to 500,000,000 shares, which would consist of (i) increasing the Company’s authorized Class A Stock
from 100,000,000 shares to 500,000,000 shares, (ii) eliminating Class B Common Stock of the Company by decreasing the Company’s
authorized Class B Common Stock from 15,000,000 shares to zero shares, (iii) and designating 50,000,000 shares of Preferred Stock:

11,785,822

844,206

4J.
To amend the Existing Certificate of the Company to provide for the sole and exclusive forums with respect to internal corporate
claims and claims arising under the Securities Act of 1933: 

12,043,954

586,074

Proposal
5. 

To elect Scott Reed and Gregory Wilson as directors to our board of directors (our “Board”) to serve as
our Class II directors for a term of three years expiring at the annual meeting of stockholders to be held in 2023 or until each
such director’s successor has been duly elected and qualified, or until each such director’s earlier death, resignation,
retirement or removal. Assuming the Charter Approval Proposal is approved and our Board is declassified, such nominees, if elected,
will serve on our Board until the 2021 annual meeting of stockholders, as applicable, and until their respective successors are
duly elected and qualified (the “Director Election Proposal”). 

12,225,962

404,066

Proposal
6. 

To approve the Landsea Homes Corporation 2020 Stock Incentive Plan (the “Incentive Plan”), including the
authorization of the initial share reserve under the Incentive Plan (the “Incentive Plan Proposal”). 

12,294,255

335,763

Proposal
7. 

To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business
Combination Proposal, the Nasdaq Proposal or the Charter Approval Proposal. 

11,811,044

818,984

Although
this proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment
of the Special Meeting was determined not to be necessary or appropriate.

SIGNATURE

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

LF CAPITAL ACQUISITION  CORP.

/s/ Scott Reed

Name: Scott Reed

Title: Chief Executive Officer

Dated: December 14, 2020

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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