The Advisory Charter Proposals. To consider and vote upon the following proposals to approve, on a non-binding advisory basis, the following material differences between the RAAC A&R Charter and the New Berkshire Grey Charter, which are being presented in accordance with the requirements of the SEC as seven separate sub-proposals (the “Advisory Charter Proposals”) (Proposal No. 4):
The Advisory Charter Proposals. Assuming the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are approved, holders of RAAC Common Stock are being asked to vote upon, on a non-binding advisory basis, seven separate proposals to approve certain governance provisions contained in the New Berkshire Grey Charter (a copy of which is included in this proxy statement/prospectus as Annex H). This separate vote is not otherwise required by Delaware law separate and apart from the Charter Proposal but, pursuant to SEC guidance, RAAC is required to submit these provisions to its stockholders separately for approval, allowing stockholders the opportunity to present their separate views on important governance provisions. However, the stockholder votes regarding these proposals are advisory votes, and are not binding on RAAC or the RAAC Board (separate and apart from the approval of the Charter Proposal). In the judgment of the RAAC Board, these provisions are necessary to adequately address the needs of New Berkshire Grey. The following are the Advisory Charter Proposals presented: • Advisory Charter Proposal A — to approve an increase of the total number of authorized shares of capital stock of RAAC, par value $0.0001 per share, from 101,000,000 shares, consisting of 100,000,000 shares of common stock, including 75,000,000 shares of Class A common stock, 10,000,000 shares of Class B common stock and 15,000,000 shares of Class C common stock, and 1,000,000 shares of preferred stock, to 410,000,000 shares, consisting of 400,000,000 shares of common stock, including 385,000,000 shares of Class A common stock, no shares of Class B common stock and 15,000,000 shares of Class C common stock, and 10,000,000 shares of preferred stock; • Advisory Charter Proposal B — to approve the classification of the board of directors of New Berkshire Grey into three classes, designated as Class I, Class II and Class III, with the initial term of the Class I, Class II and Class III directors expiring at the annual meeting of stockholders to be held in 2022, 2023 and 2024, respectively, and each term expiring three years thereafter, in each case; • Advisory Charter Proposal C — to authorize the removal of the ability of New Berkshire Grey stockholders to take action by written consent in lieu of a meeting; • Advisory Charter Proposal D — to approve that certain amendments to provisions of the New Berkshire Grey Charter would require the approval of at least two-thirds of New Berkshire Grey’s th...
