Item 5.07 Submission of Matters to a Vote of Security Holders

At the Extraordinary General Meeting, 33,356,708 holders of NextGen’s ordinary shares, which represented 71.16% of the ordinary shares outstanding and entitled to vote as of the record date of July 2, 2020, were represented in person or by proxy. The final voting results for each matter submitted to a vote of the NextGen shareholders at the Extraordinary General Meeting are set forth below:

Approval of the BCA Proposal

NextGen’s shareholders approved by ordinary resolution and adopted the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021 (the “Merger Agreement”), by and among NextGen, Sky Merger Sub I, Inc., a Delaware corporation (“Merger Sub”), and Xos, Inc. (n/k/a Xos Fleet, Inc.), a Delaware corporation (“Xos”), which provides for, among other things, the merger of Merger Sub with and into Xos (the “Merger”), with Xos surviving the Merger as a wholly owned subsidiary of NextGen in accordance with the terms and subject to the conditions of the Merger Agreement (the “BCA Proposal”). The voting results with respect to the BCA Proposal were as follows:

Approval of the Domestication Proposal

NextGen’s shareholders approved by special resolution the change of NextGen’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”) (the “Domestication Proposal”). The voting results with respect to the Domestication Proposal were as follows:

Organizational Documents Proposals 

NextGen’s shareholders approved by special resolution the following material differences between NextGen’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of NextGen Acquisition Corporation (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “Xos, Inc.” in connection with the Business Combination:

Approval of Organizational Documents Proposal A

NextGen’s shareholders approved the change in the authorized share capital of NextGen from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “NextGen Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preferred shares, par value $0.0001 per share, to 1,000,000,000 shares of common stock, par value $0.0001 per share, of New Xos (the “New Xos common stock”) and 10,000,000 shares of preferred stock, par value $0.0001 per share, of New Xos (the “New Xos preferred stock”) (“Organizational Documents Proposal A”). The voting results with respect to Organizational Documents Proposal A were as follows:

Approval of Organizational Documents Proposal B

NextGen’s shareholders approved that the board of directors of New Xos be authorized to issue any or all shares of New Xos preferred stock in one or more series, with such terms and conditions as may be expressly determined by the New Xos board of directors and as may be permitted by the DGCL (“Organizational Documents Proposal B”). The voting results with respect to Organizational Documents Proposal B were as follows:

Approval of Organizational Documents Proposal C

NextGen’s shareholders approved that the board of directors of New Xos be divided into three classes, with each class made up of as nearly as may be possible, of one-third of the total number of directors constituting the entire board of New Xos, with only one class of directors being elected in each year and each class serving a three-year term. The voting results with respect to Organizational Documents Proposal C were as follows:

Approval of Organizational Documents Proposal D

NextGen’s shareholders approved all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination, including (i) changing the corporate name from “NextGen Acquisition Corporation” to “Xos, Inc.”, (ii) making New Xos’ corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), (iv) being subject to the provisions of Section 203 of the DGCL and (v) removing certain provisions related to NextGen’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which NextGen’s board of directors believes is necessary to adequately address the needs of New Xos after the Business Combination (“Organizational Documents Proposal D”). The voting results with respect to Organizational Documents Proposal D were as follows:

Approval of the Director Election Proposal

NextGen’s shareholders approved by ordinary resolution, the election of S. Sara Mathew, Burt Jordan, George Mattson, Dakota Semler, Giordano Sordoni and Ed Rapp, who, upon consummation of the Business Combination, will be the directors of New Xos (the “Director Election Proposal”).

The voting results with respect to the election of S. Sara Mathew were as follows:

The voting results with respect to the election of Burt Jordan were as follows:

The voting results with respect to the election of George Mattson were as follows:

The voting results with respect to the election of Dakota Semler were as follows:

The voting results with respect to the election of Giordano Sordoni were as follows:

The voting results with respect to the election of Ed Rapp were as follows:

Approval of the Stock Issuance Proposal

NextGen’s shareholders approved by ordinary resolution, for purposes of complying with the applicable provisions of The Nasdaq Stock Market Listing Rule 5635, the issuance of New Xos common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investor, pursuant to the PIPE Investment (as each capitalized term in clause (a) is defined in the Definitive Proxy) and (b) the Xos Stockholders pursuant to the Merger Agreement, in each case as further described in the Definitive Proxy (collectively, the “Stock Issuance Proposal”). The voting results with respect to the Stock Issuance Proposal were as follows:

Approval of the Equity Incentive Plan Proposal

NextGen’s shareholders approved by ordinary resolution, the 2021 Plan (the “Equity Incentive Plan Proposal”). The voting results with respect to the Equity Incentive Plan Proposal were as follows:

Approval of the ESPP Proposal

NextGen’s shareholders approved by ordinary resolution, the ESPP (the “ESPP Proposal”). The voting results with respect to the ESPP Proposal were as follows:

Approval of the Adjournment Proposal

NextGen’s shareholders approved the adjournment of the Extraordinary General 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 the approval of one or more proposals at the Extraordinary General Meeting (the “Adjournment Proposal”). The voting results with respect to the Adjournment Proposal were as follows:

Though not guaranteed, NextGen expects to close the Business Combination on August 19, 2021, with the Merger becoming effective at 12:01 a.m., Eastern Time, on August 20, 2021, subject to the satisfaction or waiver of customary closing conditions, and for the New Xos common stock and warrants to begin publicly trading on The Nasdaq Capital Market under the new symbols “XOS” and “XOSWW”, respectively, on August 20, 2021.