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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Acamar Partners Acquisition Corporation | NASDAQ:ACAM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.30 | 12.15 | 12.18 | 0 | 01:00:00 |
| | | | On Behalf of the Board of Directors, | |
| | | |
|
|
|
April 30, 2021
Richmond, Virginia |
| |
Rebecca C. Polak
Chief Commercial Officer, General Counsel and Secretary |
|
|
TABLE OF CONTENTS
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|
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
|
PROPOSAL NO 1:
ELECTION OF DIRECTORS |
| | |
|
| | |
| | | | | 5 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 6 | | | |
| | | | | 9 | | | |
| BOARD STRUCTURE AND CORPORATE GOVERNANCE | | | |
|
| | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 12 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 14 | | |
| | | | | 15 | | | |
| | | | | 15 | | | |
| | | | | 15 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK | | | |
|
| | |
| EXECUTIVE COMPENSATION | | | |
|
| | |
|
PROPOSAL NO 2:
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| | |
|
| | |
| | | | | 27 | | | |
| | | | | 29 | | | |
| | | | | 29 | | | |
| | | |
|
| | ||
| DELINQUENT SECTION 16(a) REPORTS | | | |
|
| | |
| REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS | | | |
|
| | |
| | | | | 34 | | | |
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING | | | |
|
| |
|
ITEMS TO BE VOTED ON AT ANNUAL MEETING OF STOCKHOLDERS
|
| |||
| Proposal | | |
Our Board’s
Recommendation |
|
|
1.
Election of each of the three Class I director nominees.
|
| |
FOR
|
|
|
2.
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021.
|
| |
FOR
|
|
|
BOARD NOMINEES
|
| |||||||||||||||
| Name | | | Age | | |
Director
Since |
| | Independent | | |
Primary Occupation
|
| |
Committee
Membership** |
|
|
David R. Mitchell
|
| | 54 | | | 2021 | | | Yes | | | Managing Director of TRP Capital Partners, LP | | | | |
|
Luis Ignacio
Solorzano Aizpuru* |
| | 48 | | | 2018 | | | Yes | | | Partner and Chief Executive Officer of Acamar Partners | | |
CC
NCGC |
|
|
Kimberly H.
Sheehy |
| | 57 | | | 2021 | | | Yes | | | Independent Board Member of Switch, Inc. and former Chief Financial Officer of Resman LLC | | |
AC (Chair)
NCGC |
|
|
CONTINUING BOARD DIRECTORS
|
| |||||||||||||||
| Name | | |
Age
|
| |
Director
Since |
| |
Independent
|
| |
Primary Occupation
|
| |
Committee
Membership** |
|
|
Linda B. Abraham
|
| |
58
|
| |
2021
|
| |
Yes
|
| | Managing Director of Crimson Capital | | |
CC (Chair)
|
|
|
Michael W. Bor
|
| |
47
|
| |
2021
|
| |
No
|
| | Chief Executive Officer and Chairman of the Board of CarLotz, Inc. | | | | |
|
Steven G. Carrel
|
| |
46
|
| |
2021
|
| |
Yes
|
| | Managing Director of TRP Capital Partners, LP | | | | |
|
Sarah M. Kauss
|
| |
45
|
| |
2021
|
| |
Yes
|
| | Founder and Chairwoman of S’well | | |
AC
CC |
|
|
James E. Skinner
|
| |
67
|
| |
2020
|
| |
Yes
|
| | Former Chief Financial Officer and Chief Operating Officer of Neiman Marcus Group (retired) | | |
NCGC (Chair)
AC |
|
| | |
|
| |
|
| |
|
| | | | |
|
CORPORATE GOVERNANCE HIGHLIGHTS
|
|
|
EXECUTIVE COMPENSATION
|
|
|
✓
Independent Compensation Committee:
All of the members of our Compensation Committee are independent under Nasdaq rules.
✓
Independent compensation consultant:
The Compensation Committee retains its own independent compensation consultant to evaluate and review our executive compensation program and practices.
✓
Incentivize long-term performance:
We grant equity awards that vest over four years to motivate long-term performance and to align the interests of our executive officers with those of our stockholders.
✓
“Double-trigger” equity vesting:
Accelerated vesting of assumed or replaced equity awards upon a change in control of the Company is only permitted if an executive experiences a qualifying termination of employment in connection with or following such change in control.
|
| |
✓
Maximum payout caps:
The Compensation Committee sets maximum amounts that may be payable for annual cash incentive compensation and performance based equity awards.
✓
Moderate change in control benefits:
Change in control severance benefits are one times base salary and a pro-rated portion of the bonus the executive officer would have earned if he or she had remained employed through the end of the year.
✓
Compensation risk assessment:
We perform an assessment of any risks that could result from our compensation programs and practices.
|
|
|
✘
Provide excessive perquisites:
We provide a limited number of perquisites that are designed to support a competitive total compensation package.
|
| |
✘
Allow hedging or pledging of the Company’s securities: We prohibit hedging, pledging and short sales of Company stock by our directors and executive officers.
|
|
|
✘
Guarantee incentive compensation:
Our annual incentive program and our equity awards are entirely performance-based and our executive officers are not guaranteed any minimum levels of payment.
|
| |
✘
Reprice stock options:
Stock option exercise prices are set equal to the grant date market price and cannot be repriced or discounted without stockholder approval.
|
|
| | | |
✘
Provide pension benefits or supplemental retirement plans: We do not maintain a defined benefit pension or supplemental retirement plans for our executive officers.
|
|
|
DIRECTOR INDEPENDENCE
|
|
|
BOARD NOMINATIONS AND DIRECTOR NOMINATION PROCESS
|
|
|
BOARD QUALIFICATIONS AND DIVERSITY
|
|
|
INFORMATION REGARDING THE NOMINEES
FOR ELECTION TO THE BOARD |
|
|
Career Highlights
•
Managing Director of TRP, a transportation private equity investment fund he joined in 2002
•
Founding partner in Kaufman Peters, a small growth consulting firm, from 2000 to 2002
•
Vice President with RJ Peters & Company from 1999 to 2000
•
Senior Manager, Manager and Senior Consultant with Deloitte Consulting in the Automotive and Manufacturing practice from 1994 to 1999
•
Senior Consultant with Accenture (formerly Andersen Consulting) from 1989 to 1992
•
Graduate of the University of Notre Dame (BS) and the Stanford University Graduate School of Business (MBA)
Other Public Company Directorships in Last Five Years: Director of Spy Optic, Inc. until October 2017
|
| |
Skills and Qualifications
Expertise in several industries, including automotive, transportation, consumer products, retail and building products Advised numerous clients in the areas of strategy, organization design, cost reduction, supply chain management, manufacturing and information technology Deep and intimate knowledge of the Company’s business as a Managing Director of TRP and member of the CarLotz board of directors prior to the Merger |
|
|
Career Highlights
•
Partner and Chief Executive Officer of Acamar Partners since 2018
•
Partner, Managing Director and Chairman of the Latin America’s Investment Committee of Advent International from 2001 to 2017
•
Co-founder of Brabex Capital, an investment management firm
•
Graduate of the Instituto Tecnológico Autónomo de México (ITAM) (Economics degree (cum laude)) and Harvard Business School (MBA)
Other Public Company Directorships (Current and in Last Five Years): Director of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. since April 2018 and former director of Dufry, Latin American Airport Holdings, Aerodom, InverCap Holdings, Grupo Financiero Mifel and Viakem
|
| |
Skills and Qualifications
20 years of investment experience across various sectors and geographies Served on the boards of various public and private companies Key executive in the raising of three funds for a cumulative $5 billion, and played a leading role in 15 investment transactions in various sectors, including retail and consumer, financial services, industrials, information technology and infrastructure Played a significant role in supporting portfolio companies in the design and implementation of various strategic, operating and financial value creation initiatives Investment experience covers both the Americas and Europe |
|
|
Career Highlights
•
Chief Financial Officer of Resman LLC, a privately owned software company providing software solutions to multi-family residential property managers, from 2019 to 2020
•
Chief Financial Officer of Lori’s Gifts Inc., a privately owned retail company serving hospitals throughout the U.S., from 2018 to 2019
•
Chief Financial Officer of Stackpath LLC, a privately held entity offering a secure edge platform from 2015 to 2017
•
Chief Financial and Administrative Officer of CyrusOne Inc., a public real estate investment trust specializing in engineering, building and managing data center properties from 2012 to 2015
•
Various roles, including Treasurer and Vice President of Investor Relations, Vice President of Finance and Treasurer, Vice President of Financial Planning and Analysis and Managing Director of Corporate Tax, at Cincinnati Bell Inc. from 1996 to 2012
•
Accounting and tax positions at Ernst & Young from 1989 to 1996
•
Graduate of the University of Cincinnati (BA) with a CPA in the State of Ohio
Other Current Public Company Directorships: Director of Switch Inc. since December 2017
|
| |
Skills and Qualifications
Over 30 years of tax, accounting, financial and executive experience Certified Public Accountant with experience in public accounting and public companies Public company board experience, including serving as Chair of the Audit Committee |
|
|
INFORMATION REGARDING CONTINUING MEMBERS OF THE BOARD
|
|
|
Career Highlights
•
Managing Director of Crimson Capital, which invests in and advises early stage technology companies spanning data/analytics, cybersecurity, machine learning, e-commerce, educational technology and virtual reality, since 2014
•
Co-Founder and Executive Vice President of comScore from 1999 to 2013
•
Co-Founder of Paragren Technologies, today owned by Oracle, and served in various roles at Procter & Gamble and Information Resources, Inc., where she developed and commercialized a series of data-driven analytical products
•
Graduate of Penn State University (BS)
•
Fellow in the Stanford University Distinguished Careers Institute
Other Current Public Company Directorships: Director of SITE Centers Corp. since October 2018
|
| |
Skills and Qualifications
Extensive experience as a technology entrepreneur Expert in consumer analytics Served on the boards of various public and private companies |
|
|
Career Highlights
•
Co-Founder and Chief Executive Officer of CarLotz since 2011
•
Chairman of the Board since the completion of the Merger in January 2021 and Chairman of the Board of CarLotz prior to the Merger
•
Director in the Transportation Logistics M&A Investment Banking group of Harris Williams & Co., a leading middle-market Mergers and Acquisitions advisory firm, from 2003 to 2010
•
Analyst in technology investment banking at Lehman Brothers from 1999 to 2001
•
Senior Associate at PricewaterhouseCoopers from 1996 to 1999
•
Graduate of Lehigh University (BS) and Harvard Business School (MBA)
|
| |
Skills and Qualifications
Visionary and deeply committed leader with an intimate knowledge of the Company’s business, industry, our teammates, customers and corporate vehicle sourcing partners and our investors Extensive knowledge of the automotive industry with over 20 years in finance, automotive wholesale and retail, fleet management and leasing, vehicle remarketing, technology, business development, sales, mergers and acquisitions, and management Oversees the general strategy and vision of the Company, as well as managing growth, vehicle sourcing relationships and new hub openings |
|
|
Career Highlights
•
Managing Director of TRP, a transportation private equity investment fund he has been with from 1998 to 2002 and from 2004 to present
•
Analyst in the Investment Banking Division of Merrill Lynch from 1996 to 1998
•
Graduate of Pennsylvania State University (BS) and Harvard Business School (MBA)
|
| |
Skills and Qualifications
Expertise in automotive, transportation, retail and transportation services industries Over 20 years of investing and industry experience Deep and intimate knowledge of the Company’s business as a Managing Director of TRP and member of the CarLotz board of directors prior to the Merger |
|
|
Career Highlights
•
Founder and Chairwoman of S’well, which manufactures reusable, insulated products for the retail and wholesale market, and its Chief Executive Officer from 2010 to 2020
•
Formerly CPA at Ernst & Young
•
Graduate of the University of Colorado at Boulder (BS) and Harvard Business School (MBA)
|
| |
Skills and Qualifications
Extensive experience in retail Experience founding and leading a successful retail company Experience and expertise in finance and accounting |
|
|
Career Highlights
•
Retired Vice Chairman of Neiman Marcus Group (NMG), a luxury fashion retailer, from 2001 to 2016 - Also served as Chief Operating Officer and Chief Financial Officer for NMG
•
Various positions at CompUSA, a pioneer in computer retailing, from 1991 to 2000, including Executive Vice President and Chief Financial Officer
•
16 years with Ernst & Young until 1991, including the last four years as a partner
•
Graduate of Texas Tech University (B.B.A.) with a CPA in Texas
Other Public Company Directorships (Current and in Last Five Years): Director of Ares Commercial Real Estate Corporation since 2016 and former director of Fossil Group, Inc. and Hudson Ltd.
|
| |
Skills and Qualifications
Over 30 years of tax, accounting, financial and executive experience Certified Public Accountant with experience in public accounting and public companies Public company board experience, including serving as Chair of the Audit Committee |
|
|
ROLE OF THE BOARD
|
|
|
BOARD LEADERSHIP
|
|
|
Board Meetings and Executive Sessions
|
| |
•
Non-management directors meet regularly without management present in conjunction with the Board meetings, but at least twice a year
•
Presides at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the non-employee directors
|
|
|
Meeting Agendas, Schedules and Materials
|
| |
•
With the Chairman and CEO, reviews Board meeting agendas and Board meeting schedules to ensure there is sufficient time for discussion of all agenda items.
•
Together with the Chairman and CEO, establishes the agenda for each Board meeting and distributes it to directors in advance of the meeting.
•
With the Chairman and CEO, provides input regarding presentation materials and other written information provided to directors for Board meetings
|
|
|
Board/Director Communications
|
| |
•
After executive sessions, updates the CEO on the key items discussed
|
|
|
Stockholder Communications
|
| |
•
Be available for consultation and direct communications with the Company’s stockholders
|
|
|
Chairman and CEO Performance Evaluation
|
| |
•
Provides input to the Compensation Committee in its formal evaluation of the CEO and communicates the evaluation to the CEO
|
|
|
Assignment and Rotation of Committee Members
|
| |
•
Consults with the Nominating and Corporate Governance Committee in its recommendations to the Board with respect to the assignment of Board members to various committees
|
|
|
EXECUTIVE SESSIONS
|
|
|
BOARD MEETINGS AND ATTENDANCE
|
|
|
BOARD COMMITTEES
|
|
|
Name
|
| |
Audit Committee
|
| |
Compensation
Committee |
| |
Nominating and
Corporate Governance Committee |
|
| Michael W. Bor* | | | | | | | | | | |
|
Linda B. Abraham
|
| | | | |
|
| | | |
|
Sarah M. Kauss
|
| |
|
| |
|
| | | |
|
Kimberly H. Sheehy
|
| |
|
| | | | |
|
|
|
James E. Skinner
|
| |
|
| | | | |
|
|
|
Luis Ignacio Solorzano Aizpuru**
|
| | | | |
|
| |
|
|
|
BOARD AND COMMITTEE EVALUATION PROCESS
|
|
|
BOARD’S RISK OVERSIGHT
|
|
|
CORPORATE GOVERNANCE DOCUMENTS
|
|
Document
|
| |
Purpose/Application
|
|
Code of Conduct | | | Applies to all of the Company’s employees, officers and directors, including those officers responsible for financial reporting. | |
Code of Ethics for Principal Executive and Senior Financial Officers | | | Applies to the Company’s principal executive officer, principal financial and accounting officer and all other senior financial officers. | |
Corporate Governance Guidelines | | | Contains general principles regarding the functions of the Board and its committees. | |
Committee Charters | | | Apply to the following Board committees, as applicable: Audit Committee; Compensation Committee; and Nominating and Corporate Governance Committee. | |
|
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION |
|
|
COMPENSATION CONSULTANT
|
|
|
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
|
|
| | |
Shares Beneficially Owned
|
| |||||||||
Name of Beneficial Owner
|
| |
Number of
Shares(1) |
| |
Percent of
Class(2) |
| ||||||
5% BENEFICIAL OWNERS | | | | | | | | | | | | | |
TRP(3)
|
| | | | 21,739,678 | | | | | | 19.1% | | |
Acamar Partners Sponsor I LLC(4)
|
| | | | 7,769,355 | | | | | | 6.8% | | |
KAR Auction Services, Inc.(5)
|
| | | | 7,154,353 | | | | | | 6.3% | | |
NAMED EXECUTIVE OFFICERS, DIRECTORS AND DIRECTOR NOMINEES
|
| | | | | | | | | | | | |
Michael W. Bor(6)
|
| | | | 11,585,166 | | | | | | 10.1% | | |
John W. Foley II(7)
|
| | | | 1,199,563 | | | | | | 1.0% | | |
Rebecca C. Polak(8)
|
| | | | — | | | | | | — | | |
David R. Mitchell(3)
|
| | | | 21,739,678 | | | | | | 19.1% | | |
Steven G. Carrel(3)
|
| | | | 21,739,678 | | | | | | 19.1% | | |
Luis Ignacio Solorzano Aizpuru(4)
|
| | | | 9,091,843 | | | | | | 7.9% | | |
James E. Skinner(9)
|
| | | | 10,000 | | | | | | * | | |
Linda B. Abraham
|
| | | | — | | | | | | — | | |
Sarah M. Kauss
|
| | | | — | | | | | | — | | |
Kimberly H. Sheehy
|
| | | | — | | | | | | — | | |
Executive officers, directors and director nominees as a group (14 persons)(10)
|
| | |
|
43,883,636
|
| | | |
|
37.2%
|
| |
Name and
Principal Position |
| |
Year
|
| |
Salary
($)(1) |
| |
Bonus
($)(2) |
| |
Stock
Awards ($) |
| |
Option
Awards ($)(3) |
| |
Non-Equity
Incentive Plan Compensation(4) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| |||||||||||||||||||||||||||
Michael W. Bor
Chief Executive Officer |
| | | | 2020 | | | | | | 345,457 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,957 | | | | | | 382,989 | | |
| | | 2019 | | | | | | 334,793 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,975 | | | | | | 359,768 | | | ||
John W. Foley II
Chief Operating Officer |
| | | | 2020 | | | | | | 206,731 | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,750 | | | | | | — | | | | | | 20,478 | | | | | | 245,959 | | |
| | | 2019 | | | | | | 168,269 | | | | | | — | | | | | | — | | | | | | 10,490 | | | | | | 25,500 | | | | | | — | | | | | | 17,106 | | | | | | 221,365 | | | ||
Rebecca C. Polak
Chief Commercial Officer and General Counsel |
| | | | 2020 | | | | | | 55,385 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 175,385 | | |
| | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Name
|
| |
Options
|
| |
RSUs
|
| |
Earnout RSUs
|
| |||||||||
| Michael W. Bor | | | | | 128,218 | | | | | | 88,106 | | | | | | — | | |
| John W. Foley II | | | | | 64,109 | | | | | | 44,053 | | | | | | — | | |
| Rebecca C. Polak | | | | | 303,700 | | | | | | 127,175 | | | | | | 86,175 | | |
| | | | | | | | |
Option Awards
|
| |||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| ||||||||||||||||||
Michael W. Bor | | | | | 11/1/2015(1) | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | 6.82 | | | | | | 8/31/2022 | | |
| | | | | 4/23/2018(2) | | | | | | — | | | | | | — | | | | | | 60,188 | | | | | | 9.82 | | | | | | 4/23/2028 | | |
| | | | | 2/4/2020(2) | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | 9.82 | | | | | | 2/4/2030 | | |
John W. Foley II | | | | | 2/1/2015(1) | | | | | | 5,000 | | | | | | — | | | | | | — | | | | | | 6.82 | | | | | | 8/31/2022 | | |
| | | | | 6/1/2016(1) | | | | | | 2,500 | | | | | | — | | | | | | — | | | | | | 6.82 | | | | | | 8/31/2022 | | |
| | | | | 1/1/2017(1) | | | | | | 10,000 | | | | | | — | | | | | | — | | | | | | 6.82 | | | | | | 8/31/2022 | | |
| | | | | 5/14/2018(2) | | | | | | — | | | | | | — | | | | | | 60,188 | | | | | | 9.82 | | | | | | 5/14/2028 | | |
| | | | | 11/1/2019(2) | | | | | | — | | | | | | — | | | | | | 40,000 | | | | | | 9.82 | | | | | | 11/1/2029 | | |
Rebecca C. Polak | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Annual
Base Salary ($) |
| |
Target
Bonus (%) |
| ||||||
Michael W. Bor | | | | | 600,000 | | | | | | 100 | | |
John W. Foley II | | | | | 400,000 | | | | | | 75 | | |
Rebecca C. Polak | | | | | 400,000 | | | | | | 75 | | |
|
REPORT OF THE AUDIT COMMITTEE
|
|
|
AUDIT AND NON-AUDIT FEES
|
|
|
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT
AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
|
NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS
|
|
| | | |
Voting Choices and
Board Recommendation |
| |
Voting Standard
|
| |
Effect of
Abstention |
| |
Effect of
Broker Non-Vote |
|
|
1.
Election of Directors
|
| |
•
Vote “FOR” all nominees
•
Vote “FOR” specific nominees
•
"WITHHOLD" vote for all nominees
•
"WITHHOLD" vote for specific nominees
The Board recommends a vote “FOR” each of the director nominees.
|
| |
The three nominees receiving the greatest number of votes cast
|
| | No effect | | | No effect | |
|
2.
Ratification of Independent Registered Accounting Firm
|
| |
•
Vote “FOR” the ratification
•
Vote “AGAINST” the ratification
•
Abstain from voting on the ratification
The Board recommends a vote “FOR” the ratification of the appointment of Deloitte as our independent registered accounting firm for 2021.
|
| |
Majority of the shares present and entitled to vote
|
| |
Vote against
|
| | Not applicable | |
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