No. |
Proposition |
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For |
Against |
Abstain |
1 |
DIRECTOR Barbara Byrne |
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2 |
DIRECTOR Reyad Fezzani |
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3 |
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. |
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4 |
To approve, on an advisory (non-binding) basis, the compensation of our named executive officers. |
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5 |
To approve an amendment to LanzaTechs Second Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) to increase the number of authorized shares of LanzaTechs common stock (Common Stock) from 600,000,000 to 2,580,000,000 (which will result in an increase in the total number of authorized shares of capital stock of the Company from 620,000,000 to 2,600,000,000) (the Increased Authorized Share Proposal). |
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6 |
To approve an amendment to the Certificate of Incorporation to effect (a) a reverse stock split of the Common Stock, at a ratio of 100-for-1 (the Reverse Stock Split Proposal) and (b) if the Increased Authorized Share Proposal and Reverse Stock Split Proposal are implemented, proportionately decrease the authorized number of shares of Common Stock, which will result in a corresponding decrease in the total number of authorized shares of capital stock of the Company (the Split-Related Proposals). |
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7 |
To approve an amendment to the Certificate of Incorporation to permit stockholders to act by written consent (the Action by Written Consent Proposal). |
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8 |
To approve an amendment to the Certificate of Incorporation to decrease the par value of the Common Stock from $0.0001 to $0.0000001 (the Par Value Proposal). |
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9 |
To approve for purposes of Nasdaq Listing Rule 5635(b) any change of control resulting from the issuance of shares of Common Stock upon conversion of LanzaTechs Series A Convertible Senior Preferred Stock, par value $0.0001 per share (Preferred Stock), the exercise of a warrant to purchase 780,000,000 shares of Common Stock (the Warrant) and in connection with a Financing (as such term is defined in the Proxy Statement) (the Nasdaq Listing Rule 5635(b) Proposal). |
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10 |
To approve for purposes of Nasdaq Listing Rule 5635(d) LanzaTechs ability to issue Common Stock upon conversion of the Preferred Stock, the exercise of the Warrant and in connection with a Financing, which shares, independently or when aggregated, would exceed 19.9% of the number of outstanding shares of Common Stock prior to such transactions (the Nasdaq Listing Rule 5635(d) Proposal). |
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11 |
To approve one or more adjournments of the Annual Meeting to a later date or dates, if deemed by the Chairperson of the meeting to be necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the preceding proposals at the time of the Annual Meeting or any adjournment or postponement thereof, or in the absence of a quorum (the Adjournment Proposal). |
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