EX-99.1 5 d128085dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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PRELIMINARY FORM OF PROXY FOLEY TRASIMENE ACQUISITION CORP. PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD VIRTUALLY ON [●], 2021 This proxy is solicited on behalf of the Board of Directors The undersigned hereby appoints Richard N. Massey and Michael L. Gravelle, and each of them independently, as the P undersigned’s proxies and attorneys-in-fact, each with full power of substitution and revocation, and hereby authorizes and R instructs each to represent and vote, in the manner provided herein, all of the shares of common stock of Foley Trasimene Acquisition Corp. (“FTAC”) that the undersigned is entitled to vote at the Special Meeting of Stockholders of FTAC (the “FTAC O special meeting”) to be held virtually via live webcast at https://www.cstproxy.com/foleytrasimene/sm2021 on [•], 2021 at [•] X Eastern Time, and at any adjournments or postponements thereof. Y THE SHARES REPRESENTED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF THIS PROXY IS SIGNED AND DATED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE C RECOMMENDATION OF THE FTAC BOARD OF DIRECTORS – “FOR” PROPOSAL NO. 1 (THE BUSINESS COMBINATION PROPOSAL), “FOR” EACH OF PROPOSALS NO. 2A, 2B AND 2C (THE FTAC CHARTER AMENDMENT PROPOSALS), “FOR” A PROPOSAL NO. 3 (THE NYSE PROPOSAL), “FOR” EACH OF PROPOSALS NO. 4A, 4B AND 4C (THE GOVERNANCE R PROPOSALS), “FOR” PROPOSAL NO. 5 (THE OMNIBUS INCENTIVE PLAN PROPOSAL), “FOR” PROPOSAL NO. 6 (THE D EMPLOYEE STOCK PURCHASE PLAN PROPOSAL) AND “FOR” PROPOSAL NO. 7 (THE ADJOURNMENT PROPOSAL). The proxies are hereby authorized to vote in their discretion on any such other matters or business that may properly come before the FTAC special meeting, or any adjournment or postponement thereof. THE BOARD OF DIRECTORS OF FTAC RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS SET FORTH HEREIN. It is a condition to the completion of the Business Combination that the Business Combination Proposal, each of the FTAC Charter Amendment Proposals and the NYSE Proposal are approved. (Continued and to be marked, dated and signed on reverse side) SEE REVERSE SIDE


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THE BOARD OF DIRECTORS OF FTAC RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE BELOW PROPOSALS Please mark votes on the below proposals in the following manner: X 1. Proposal No. 1 — The Business Combination Proposal — To adopt FOR AGAINST ABSTAIN 4. Proposal No. 4 — The Governance Proposals — To approve, on the Amended and Restated Business Combination Agreement, dated as of a non-binding advisory basis, certain governance provisions in the April 29, 2021 (as it may be amended, restated, supplemented or amended and restated certificate of incorporation of the Company (the otherwise modified from time to time, the “Business Combination “Company Charter”) that will be in effect upon completion of the Agreement”), by and among FTAC, Tempo Holding Company, LLC (“Tempo Business Combination that reasonably require a separate vote under Holdings”), Alight, Inc. (f/k/a Acrobat Holdings, Inc.) (the “Company”), SEC or NYSE rules: Acrobat SPAC Merger Sub, Inc. (“FTAC Merger Sub”), Acrobat Merger a. Governance Proposal No. 4A (Board Classification): To FOR AGAINST ABSTAIN Sub, LLC (“Tempo Merger Sub”), Acrobat Blocker 1 Corp., Acrobat Blocker authorize the classification of the board of directors of the Company 2 Corp., Acrobat Blocker 3 Corp., Acrobat Blocker 4 Corp., Tempo Blocker (the “Company Board”) into three classes of directors, with I, LLC (“Tempo Blocker 1”), Tempo Blocker II, LLC (“Tempo Blocker 2”), staggered three-year terms of office; Blackstone Tempo Feeder Fund VII, L.P. (“Tempo Blocker 3”), upon its b. Governance Proposal No. 4B (Removal of Directors): To FOR AGAINST ABSTAIN formation and joinder to the Business Combination Agreement, an affiliate and new parent company of New Mountain Partners IV Special approve changes to the ability of stockholders to remove directors (AIV-E), LP (“Tempo Blocker 4”) and New Mountain Partners IV Special from the Company Board; and c. Governance Proposal No. 4C (Supermajority Voting FOR AGAINST ABSTAIN (AIV-E), LP (“Tempo Blocker 5” and, together with Tempo Blocker 1, Requirements): To approve the adoption of certain supermajority Tempo Blocker 2, Tempo Blocker 3 and Tempo Blocker 4, the “Tempo voting requirements in connection with the amendment of certain Blockers”), and approve the business combination and other transactions provisions of the Company Charter and bylaws of the Company. contemplated by the Business Combination Agreement and the other agreements contemplated thereby (collectively, the “Business 5. Proposal No. 5 — The Omnibus Incentive Plan Proposal — To FOR AGAINST ABSTAIN Combination”), pursuant to which, on the terms and subject to the approve and adopt the Alight, Inc. 2021 Omnibus Incentive Plan (the satisfaction of the conditions set forth in the Business Combination “Omnibus Incentive Plan”), which, among other things, provides for the Agreement, among other things, (i) FTAC Merger Sub will merge with and reservation of a number of shares of Company common stock for into FTAC, with FTAC being the surviving company in the merger and issuance under the Omnibus Incentive Plan, subject to annual becoming a subsidiary of the Company and (ii) the Company will, through increases in such reserves as provided in the plan. a series of mergers and related transactions, including the merger of 6. Proposal No. 6 — The Employee Stock Purchase Plan Proposal FOR AGAINST ABSTAIN Tempo Merger Sub with and into Tempo Holdings, with Tempo Holdings — To approve and adopt the Alight, Inc. 2021 Employee Stock being the surviving entity in such merger (in its capacity as the surviving Purchase Plan (the “Employee Stock Purchase Plan”), which, among entity, “Alight Holdings”), acquire each of the Tempo Blockers as well as other things, assists eligible employees in acquiring a stock ownership a controlling equity interest in (and become the managing member of) interest in the Company. Alight Holdings. 7. Proposal No. 7 — The Adjournment Proposal — To adjourn the FOR AGAINST ABSTAIN 2. Proposal No. 2 — The FTAC Charter Amendment Proposals — To FTAC special meeting to a later date or dates, if necessary or approve the following proposals related to the amendment and appropriate, (a) to permit further solicitation and vote of proxies in the restatement of the second amended and restated certificate of event that there are insufficient votes for purposes of obtaining the incorporation of FTAC (the “FTAC Charter”). approval of the Business Combination Proposal, the FTAC Charter a. FTAC Charter Amendment Proposal No. 2A (Adoption of FOR AGAINST ABSTAIN Amendment Proposals, the NYSE Proposal, the Governance Proposals, Amended and Restated FTAC Charter): To approve and adopt the the Omnibus Incentive Plan Proposal or the Employee Stock Purchase third amended and restated certificate of incorporation of FTAC (the Plan Proposal or if otherwise necessary or appropriate in connection “Amended FTAC Charter”). with the Business Combination or (b) to ensure that any supplement or amendment to the accompanying proxy statement/prospectus/consent b. FTAC Charter Amendment Proposal No. 2B (Creation of Class C FOR AGAINST ABSTAIN solicitation statement is timely disseminated to FTAC stockholders Common Stock): To approve the amendment and restatement of the prior to the FTAC special meeting. FTAC Charter to create a new class of Class C common stock of FTAC. c. FTAC Charter Amendment Proposal No. 2C (Increase in FOR AGAINST ABSTAIN Authorized Shares): To approve the amendment and restatement of the FTAC Charter to increase the number of authorized shares of FTAC PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ACCOMPANYING from 441,000,000 to 471,000,000 in order to authorize 30,000,000 PRE-ADDRESSED POSTAGE PAID ENVELOPE. THIS PROXY WILL BE VOTED IN THE shares of new FTAC Class C common stock. MANNER PROVIDED HEREIN. IF YOU RETURN A SIGNED PROXY BUT NO DIRECTION IS MADE, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE 3. Proposal No. 3 — NYSE Proposal — To approve (a) all issuances of FOR AGAINST ABSTAIN RECOMMENDATION OF THE BOARD “FOR” EACH OF THE PROPOSALS SET FORTH shares of common stock of the Company (including any securities ABOVE. THIS PROXY WILL REVOKE ANY PREVIOUSLY EXECUTED PROXY WITH convertible into or exercisable for common stock of the Company) RESPECT TO THE FTAC SPECIAL MEETING. pursuant to or contemplated by the Business Combination Agreement, (b) the issuance of shares of common stock of FTAC (including any securities convertible into or exercisable for common stock of FTAC) pursuant to certain forward purchase agreements entered into by FTAC, (c) the Date: , 2021 issuance of shares of Class C common stock of FTAC to Trasimene Capital FT, LP and Bilcar FT, LP (the “Founders”) in exchange for the existing private placement warrants held by the Founders, (d) all issuances of shares of Company common stock pursuant to certain subscription Print Name of Stockholder agreements entered into by FTAC and the Company in connection with the Business Combination (or that under the Business Combination Agreement may be entered into by FTAC and the Company prior to the completion of the Business Combination) and (e) all issuances of shares of common stock of the Company upon the conversion of shares of any Signature of Stockholder or Authorized Signatory other class of Company common stock or the exchange of any units of Alight Holdings issued in connection with the Business Combination, in each case, for purposes of complying with the applicable listing Name of Authorized Signatory (if applicable) standards of the New York Stock Exchange, including Section 312.03 of the Listed Company Manual. Title of Authorized Signatory (if applicable) Note: Please sign exactly as your name appears on this proxy. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian or as a corporate or other authorized officer, please give title as such.