Item 5.07. Submissions of Matters to a Vote of Security Holders. 

As previously reported, on April 14, 2021, Roth CH Acquisition II Co., a Delaware corporation (“ROCC” or the “Company”), entered into an agreement and plan of merger (the “Agreement and Plan of Merger”), by and among the Company, Roth CH II Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Reservoir Holdings, Inc., a Delaware corporation (“Reservoir”), providing for the merger of Merger Sub with and into Reservoir, with Reservoir surviving the merger as a wholly-owned subsidiary of the Company, and certain related transactions (such transactions, collectively, the “Business Combination”).

On July 27, 2021, at 10:00 a.m., Eastern time, the Company held a special virtual meeting of its stockholders of record (the “Special Meeting”), at which the Company’s stockholders of record voted on the proposals set forth below, each of which is described in detail in the definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on July 8, 2021, which was first mailed by the Company to its stockholders on or about July 9, 2021.

As of July 7, 2021, the record date for the Special Meeting, there were 14,650,000 shares of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) issued and outstanding and entitled to vote at the Special Meeting. A total of 10,716,883 shares of the Company Common Stock, representing approximately 73.15% of the issued and outstanding shares of the Company Common Stock, were present in person by virtual attendance or represented by proxy at the Special Meeting, constituting a quorum for the Special Meeting. The final voting results for each proposal submitted to the stockholders of record of the Company at the Special Meeting are included below.

Each of the proposals described below was approved by the Company’s stockholders of record. As of July 23, 2021, the end of the redemption period for the shares of the Company Common Stock issued as part of the units in the Company’s initial public offering consummated in December 2020, stockholders have requested the redemption of 10,295,452 shares of the Company Common Stock.

PROPOSAL 1:

To approve and adopt the Agreement and Plan of Merger, pursuant to which the Company will engage in the Business Combination with Reservoir.

PROPOSAL 2:

To approve the proposed Second Amended and Restated Certificate of Incorporation of the Company (the “Proposed Charter”). Each of the sub-proposals received the following votes:

a)           to amend the name of the new public entity from “Roth CH Acquisition II Co.” to “Reservoir Media, Inc.”.

b)           to remove various provisions applicable only to blank check companies.

c)           to increase total number of authorized shares of the Company Common Stock to 750,000,000.

d)           to authorize a total of 75,000,000 shares of the Company’s preferred stock

e)           to require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the total voting power of all of the then outstanding shares of stock of the Company, voting together as a single class, to amend, alter, repeal or rescind certain provisions of the Proposed Charter.

f)            to require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote generally in an election of directors, voting together as a single class, to adopt, amend, alter or repeal the Company’s amended and restated bylaws.

g)           to provide for the removal of directors for cause only by affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote at an election of directors.

PROPOSAL 3:

To approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market LLC, the issuance of more than 20% of the issued and outstanding shares of the Company Common Stock in connection with (i) the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and 5635(b), (ii) the issuance and sale of the Company Common Stock in the PIPE Investment (as defined in the Proxy Statement) to certain of the Company’s executive officers and directors and entities affiliated with them, to the extent such issuance of securities would be deemed a form of “executive compensation” to these executive officers and directors, as required by Nasdaq Listing Rule 5635(c), and (iii) the terms of the PIPE Investment, as required by Nasdaq Listing Rule 5635(d).

PROPOSAL 4:

To approve the election of eight directors effective upon consummation of the Business Combination.

Each of the director nominees received the following votes:

PROPOSAL 5:

To approve the Reservoir Media, Inc. 2021 Omnibus Incentive Plan to be effective upon the consummation of the Business Combination.