Proxy Results Form 8 K

Item 5.07

Submission of Matters to a Vote of Security Holders.

On October 17, 2024, Sharecare, Inc. ("Sharecare" or the "Company") held a special meeting of stockholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among the Company, Impact Acquiror Inc., a Delaware corporation ("Parent"), and Impact Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Parent and Merger Sub are affiliates of Altaris, LLC, a Delaware limited liability company. The Merger Agreement provides that, among other things, and on the terms and subject to the conditions set forth therein, at the Effective Time (as defined in the Merger Agreement), Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

As of the close of business on September 16, 2024, the record date for the Special Meeting (the "Record Date"), there were 371,876,636 shares of common stock of the Company, par value $0.0001 per share ("Common Stock"), outstanding and entitled to vote at the Special Meeting and 5,000,000 shares of Series A convertible preferred stock of the Company, par value $0.0001 per share ("Preferred Stock") outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 256,617,811 shares of Common Stock and 0 shares of Preferred Stock, voting together as a single class, were present in person, or by remote communication, or represented by proxy, representing approximately 68.09% of the voting power of all issued and outstanding shares of capital stock of the Company as of the Record Date and constituting a quorum for the transaction of business at the Special Meeting under the Company's bylaws.

At the Special Meeting, the Company's stockholders voted on the following proposals and cast their votes as described below. For more information on each of these proposals, see the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on September 17, 2024.

1.	The Company's stockholders adopted the Merger Agreement.

Votes For		Votes Against		Abstentions
254,889,846		1,656,207		71,758

2.	The Company's stockholders approved, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to the Company's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.

Votes For		Votes Against		Abstentions
233,906,514		11,697,241		11,014,056

The Company's stockholders did not vote on the proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, to adopt the Merger Agreement at the time of the Special Meeting because there were sufficient votes to adopt the Merger Agreement and such adjournment was not necessary.

Subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the Merger Agreement, the Merger is expected to be consummated on or about October 22, 2024.

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