Live Oak Acquisition Corp V

1. 1

   The Business Combination Proposal

   ManagementBoard: FOR

   Approve, by ordinary resolution, the Agreement and Plan of Merger and the transactions contemplated thereby (the Merger Agreement), including the mergers of Merger Sub into Teamshares and Teamshares into Merger Sub II and related issuances and actions necessary to effect the Business Combination.

   More detail

   This proposal asks shareholders to approve the Agreement and Plan of Merger that effects the Business Combination between Live Oak and Teamshares. Management seeks shareholder approval because the Merger Agreement is a closing condition for the transaction and, under the Current Charter and Cayman law, Live Oak must obtain an ordinary resolution of its shareholders to proceed. The Merger contemplates a sequence of domestication and two mergers that will convert Teamshares into a wholly owned subsidiary of the Combined Company and result in the issuance of shares, assumed options and potential earnout shares to Teamshares security holders. Approval is conditioned on other Required Proposals (Domestication, Charter, Nasdaq approval, Insider Letter Amendments, Incentive Plan, ESPP and Director Election) and the Merger Agreement contains standard representations, warranties, covenants and closing conditions; the Live Oak Board considered these in recommending approval. The Board unanimously recommends FOR, reasoning that the combination provides capital, public listing benefits and strategic opportunities to Teamshares and Live Oak’s shareholders, while noting conflicts of interest and risks described in the proxy. The proxy discloses significant closing conditions, potential dilution implications (including issuance of ~54.15 million shares in the Business Combination), and that the Sponsor has committed to vote its shares in favor of the transaction. The Board did not obtain a fairness opinion or independent valuation for the transaction, which counsel and risk disclosures highlight as a material factor for shareholders to weigh. If shareholders reject the Business Combination, the other Required Proposals will not be presented and Live Oak may ultimately liquidate if it cannot complete a combination by the deadline, which would render Sponsor shares and private warrants worthless.

2. 2

   The Domestication Proposal

   ManagementBoard: FOR

   Special resolution of Live Oak Class B shareholders to continue/domesticate Live Oak from the Cayman Islands into the State of Delaware and to adopt the Interim Charter and file the Certificate of Corporate Domestication with Delaware.

   More detail

   This proposal requests that Live Oak Class B shareholders approve a continuation/domestication of Live Oak from the Cayman Islands to Delaware and adopt an Interim Charter to effect that change. Management seeks this special resolution because the combined entity will be a Delaware corporation and the Proposed Charter/Bylaws to govern the Combined Company rely on domestication being effective immediately prior to the Closing. The Domestication will convert Live Oak’s existing Cayman constitutional documents into Delaware law equivalents and convert outstanding Class A and Class B ordinary shares into Delaware common stock forms; only Class B holders have the right to vote on continuation under the Current Charter. The Domestication vote requires a higher threshold (special resolution — at least two-thirds of Class B votes) under the Current Charter and Cayman law, and management frames the change as necessary to align corporate governance, forum selection and other provisions with the DGCL and U.S. listing expectations. Domestication is conditioned on approval of the Business Combination and other Required Proposals and will be effective immediately prior to Closing; it will affect shareholder rights (e.g., appraisal/dissent rights, exclusive forums). The Board recommends FOR, asserting the Proposed Delaware charters and bylaws better fit the Combined Company’s needs, but shareholders should weigh the legal and governance changes, the special-vote threshold, and the fact that certain governance protections and rights differ between Cayman law and the DGCL.

3. 3

   The Charter Proposal

   ManagementBoard: FOR

   Approve, by ordinary resolution, adoption of the Proposed Charter (Annex C) and Proposed Bylaws (Annex D) of the Combined Company, effective upon consummation of the Business Combination, including the corporate name change to Teamshares Inc.

   More detail

   This proposal asks shareholders to approve the Combined Company’s governing documents — an amended and restated certificate of incorporation and bylaws — that will replace the Interim Charter at Closing. Management seeks shareholder approval because adoption of the Proposed Charter and Bylaws is a precondition to implement the post-Closing corporate structure and governance (including the corporate name change to Teamshares Inc., authorized share structure, director nomination and removal provisions, forum selection, and other corporate mechanics). The Board frames these documents as necessary to address the Combined Company’s operational and capital structure needs and to align governance with U.S. public-company norms and Nasdaq expectations. The Proposed Charter increases authorized shares (450M common, 50M preferred), includes exclusive forum provisions, supermajority thresholds for certain amendments or director removal, and removes blank-check company provisions. These changes will materially alter shareholder rights relative to the Current Charter under Cayman law; some changes (e.g., supermajority amendment requirements, exclusive forum) are significant corporate governance decisions with long-term effects. The Board unanimously recommends FOR, citing its view that the Proposed Organizational Documents adequately address Combined Company needs. Shareholders should note the proxy discloses that the approvals are conditioned on the Business Combination and other Required Proposals, and that adopting the Proposed Charter will shift certain legal protections and amendment thresholds to Delaware law and the DGCL.

4. 4

   Organizational Documents Proposal 4 — Authorized Shares

   ManagementBoard: FOR

   Non-binding advisory vote to approve that, under the Proposed Organizational Documents, the Combined Company would be authorized to issue 450,000,000 shares of Combined Company Common Stock and 50,000,000 shares of Combined Company Preferred Stock.

   More detail

   This advisory sub-proposal seeks shareholder approval for a change in authorized capital — specifically authorizing 450 million common shares and 50 million preferred shares — reflecting the capital structure the Combined Company intends to adopt. Management presents this as a non-binding advisory measure required by SEC rules to highlight material differences between the Current Charter and Proposed Charter; the Business Combination does not require separate passage of these advisory items, but the Board believes they are necessary governance elements for the Combined Company. The change increases the pool of authorized equity and gives the board flexibility for future issuances, which has dilution implications for existing shareholders; management quantifies initial incentive and ESPP allocations elsewhere in the proxy but shareholders should note evergreen and reserve provisions may further affect dilution. The advisory nature means the Combined Company and its board are not legally bound by the vote, but the Board requests shareholders’ views and expects to consider the outcome in post-Closing governance. The Board recommends FOR, arguing the authorized capitalization is consistent with the Combined Company’s anticipated financing, compensation and operational needs. Shareholders should weigh the dilution tradeoffs against strategic benefits, and note the proposal is presented together with other advisory governance items (Proposals 5–9) as separate resolutions to permit distinct shareholder expression on each governance change.

5. 5

   Organizational Documents Proposal 5 — Exclusive Forum Provision

   ManagementBoard: FOR

   Non-binding advisory vote to approve adoption of Delaware as the exclusive forum for certain stockholder litigation and federal district courts for Securities Act claims in the Proposed Organizational Documents.

   More detail

   This advisory proposal would approve exclusive-forum clauses in the Proposed Charter, designating Delaware courts for internal corporate disputes and U.S. federal district courts for Securities Act claims. Management argues such provisions promote legal certainty, reduce duplicative litigation and align the Combined Company with common public-company charter practices, potentially lowering litigation costs and forum-shopping. Shareholders should consider that exclusive forum provisions can limit shareholders’ ability to bring suits in other jurisdictions (including certain state or foreign courts) and may affect enforcement strategies; plaintiffs’ counsel sometimes view these clauses as narrowing venue options. The vote is advisory and non-binding, but the Board intends to adopt the Proposed Charter if the Business Combination closes; shareholders should assess whether the benefits of predictability outweigh constraints on forum choice. The Board recommends FOR, citing governance standardization and risk-management benefits; investors should note the proxy discloses the proposal is non-binding and conditioned on the Business Combination.

6. 6

   Organizational Documents Proposal 6 — Supermajority Threshold for Amendments

   ManagementBoard: FOR

   Non-binding advisory vote to approve that the Proposed Charter would require the affirmative vote of at least two-thirds of the total voting power of all outstanding shares to amend, alter, repeal or rescind certain provisions of the Proposed Charter.

   More detail

   This advisory sub-proposal would approve a provision in the Proposed Charter imposing a two-thirds supermajority vote requirement for certain charter amendments. Management contends this protects core governance provisions and provides continuity and predictability for strategic decision-making by preventing facile alteration of key charter provisions. However, supermajority thresholds can entrench existing management or limit future shareholders’ ability to implement change, reducing governance flexibility. The advisory vote is non-binding, but the Board requests shareholders’ approval to signal support for the governance design; the Proposed Charter would only be adopted if the Business Combination and other Required Proposals close. The Board recommends FOR on grounds of stability and investor-aligned protections, but shareholders should weigh the trade-off between entrenchment risk and governance stability.

7. 7

   Organizational Documents Proposal 7 — Director Removal Only For Cause with Supermajority

   ManagementBoard: FOR

   Non-binding advisory vote to approve that the Proposed Charter would require the affirmative vote of at least two-thirds of outstanding shares entitled to vote to remove a director only for cause (i.e., restrict removal to cause and impose supermajority).

   More detail

   This advisory item would approve limiting director removal to 'for cause' and require a two-thirds shareholder vote to remove a director — a significant restraint compared with simple-majority removal regimes. Management frames this as protecting board independence and continuity, and aligning incentives for long-term stewardship; the Board recommends FOR. Shareholders should recognize that such constraints reduce their ability to remove directors for reasons short of 'cause' (which is often a high legal standard) and could insulate directors from accountability, potentially entrenching management or incumbent board members. The vote is advisory; however, the Board intends to adopt the Proposed Charter provisions if the Business Combination closes. Investors should weigh the trade-off between board stability and accountable governance.

8. 8

   Organizational Documents Proposal 8 — Prohibit Written Consent/Require Meetings

   ManagementBoard: FOR

   Non-binding advisory vote to approve that the Proposed Charter would prohibit stockholder action by written consent and require that stockholder action be taken only at annual or special meetings.

   More detail

   This advisory proposal would eliminate stockholder action by written consent, mandating that shareholders act at annual or special meetings only. Management argues this provides transparency and centralized procedures for shareholder action while ensuring deliberation in shareholder votes. Opponents might argue that written consent can be a useful tool for shareholders to effect change between meetings, and prohibiting it reduces shareholder flexibility and responsiveness. The proposal is non-binding; the Board nonetheless recommends FOR as part of the Proposed Charter package and considers it aligned with public-company governance norms. Shareholders should weigh the procedural benefits against the loss of flexibility to act by written consent.

9. 9

   Organizational Documents Proposal 9 — Name Change, Perpetual Existence and Blank-Check Cleanup

   ManagementBoard: FOR

   Non-binding advisory vote to approve that the Proposed Charter would change the corporate name to “Teamshares Inc.,” make corporate existence perpetual, and remove blank-check company provisions that will no longer apply after the Business Combination.

   More detail

   This advisory proposal covers three related organizational changes: changing the corporate name to Teamshares Inc., confirming perpetual corporate existence, and removing pre-Combination blank-check provisions no longer applicable after Closing. Management presents these as technical and brand-alignment changes required for post-Closing operations and public-market identity; the Board recommends FOR. While largely administrative, the changes affect legal formality (perpetual existence under Delaware law) and remove temporary governance tailored to SPAC status, which may alter certain investor protections previously embedded in the Current Charter. The vote is advisory and non-binding, but management intends to adopt these changes in the Proposed Charter upon Closing; shareholders should consider branding, legal and governance implications when evaluating the advisory measure.

10. 10

    The Incentive Plan Proposal

    ManagementBoard: FOR

    Approve, by ordinary resolution, the Teamshares Inc. 2026 Incentive Award Plan (the Incentive Plan) (Annex E), which will reserve an initial pool equal to 7% of outstanding Combined Company Common Stock (post-Closing) for equity awards.

    More detail

    This proposal seeks shareholder approval of the 2026 Incentive Award Plan to provide equity and equity-linked compensation to employees, consultants and directors of the Combined Company following the Closing. Management is seeking approval because stock exchange rules and good governance practice require shareholder approval for equity compensation plans and because adoption is a Closing condition for making awards post-Closing; the plan will initially reserve roughly 7% of outstanding Combined Company common stock (post-Closing) as the award pool. The Board contends the plan is necessary to attract and retain talent and to align employee incentives with stockholder value creation; plan administration will be handled by the board and its compensation committee subject to applicable rules and Section 16 limitations. Approval is conditioned on the Business Combination and other Required Proposals; the proxy provides a detailed summary of plan features and grants powers to administrators to determine award types, vesting and eligibility. The Board unanimously recommends FOR, but shareholders should consider dilution effects, plan governance, potential evergreen features and the breadth of eligible participants when evaluating long-run shareholder impact and executive compensation alignment.

11. 11

    The Employee Stock Purchase Plan Proposal

    ManagementBoard: FOR

    Approve, by ordinary resolution, the Teamshares Inc. 2026 Employee Stock Purchase Plan (ESPP) (Annex F), which, if adopted, will reserve initial shares equal to 2% of outstanding Combined Company Common Stock (post-Closing) for employee purchases.

    More detail

    This proposal requests shareholder approval of the ESPP to permit employees to purchase company stock at a discount through payroll deductions and offering periods after the Closing. Management seeks approval because adoption and reserved share authorization are standard prerequisites for implementation, and Live Oak’s Board believes the ESPP will incentivize and retain employees while aligning their interests with shareholders. The ESPP initially reserves approximately 2% of outstanding shares (post-Closing) and includes customary administration, eligibility and election mechanics; it also contemplates an evergreen or periodic increase provision described in the proxy. The proposal is conditioned on the Business Combination; the Board unanimously recommends FOR. Shareholders should consider dilution from ESPP participation, discount mechanics and eligibility rules when assessing the plan’s impact on shareholder value.

12. 12

    The Nasdaq Proposal

    ManagementBoard: FOR

    Approve, by ordinary resolution, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 54,150,832 shares of Combined Company Common Stock in connection with the Business Combination (including shares underlying assumed options and reserved for the Incentive Plan and ESPP).

    More detail

    This proposal seeks shareholder approval required by Nasdaq Listing Rule 5635 because the issuance of Combined Company Common Stock in the Business Combination (including shares underlying assumed vested options and reserved shares for incentive programs) will exceed Nasdaq thresholds (20% of outstanding shares) and may constitute a change of control. Management requests approval to ensure the Combined Company remains compliant with Nasdaq listing rules at Closing. The proxy quantifies the expected issuance (~54.15 million shares) and ties the Nasdaq approval to compliance rather than additional economic terms; approval allows the transactions contemplated by the Merger to proceed without triggering Nasdaq non-compliance. The Board recommends FOR, noting the approval is a closing condition; shareholders should consider the dilution and control implications of the issuance and that the proposal is required by listing rule mechanics rather than being an ordinary business authorization.

13. 13

    The Director Election Proposal

    ManagementBoard: FOR

    Elect five (5) directors to serve on the Combined Company Board effective at the Effective Time: Michael Brown, Alex Eu, Adam J. Fishman, Richard J. Hendrix, and Evan Moore.

14. 14

    The Insider Letter Amendments Proposal

    ManagementBoard: FOR

    Approve, by ordinary resolution, amendments to the Insider Letter (Annex H and Annex I) to (a) revise the Sponsor lock-up to end on the six-month anniversary of the Closing Date and (b) release up to 1,150,000 Founder/Incentive Founder Shares from the Sponsor lock-up to secure financing commitments consummated prior to Closing.

    More detail

    This proposal asks shareholders to approve amendments to the Insider Letter governing Sponsor lock-up terms. Specifically, the amendments would shorten the Sponsor lock-up to end six months after Closing and permit the release of up to 1,150,000 Incentive Founder Shares from the lock-up to secure financing commitments consummated prior to Closing. Management asserts that because the Insider Letter was a condition to the IPO, shareholder consent is required to amend it, and the amendments facilitate financing flexibility and post-Closing market mechanics. The Board recommends FOR, noting the amendments are conditioned on the Business Combination and other Required Proposals; shareholders should weigh the incentives created by reducing lock-up duration and releasing founder shares against potential impacts on post-Closing share supply and near-term market pressure.

15. 15

    The Adjournment Proposal

    ManagementBoard: FOR

    Approve, by ordinary resolution, the adjournment of the Live Oak Extraordinary General Meeting to a later date or dates if necessary or desirable to solicit additional proxies or address insufficient votes.

    More detail

    This procedural proposal seeks authority to adjourn the Extraordinary General Meeting if there are insufficient votes to approve the Required Proposals or for other procedural reasons, permitting the chairman to set later dates for continued solicitation. Management recommends FOR to preserve flexibility to secure the votes needed for the Business Combination and other conditioned proposals; it is not conditioned on other proposals and may be presented if tabulated votes are insufficient. Shareholders should understand that approval enables the meeting to be postponed rather than causing an immediate failure of the transaction vote in the event of shortfall, but it also potentially extends uncertainty and the solicitation period. The Board recommends FOR to ensure orderly process and permit completion of the required voting if additional outreach is necessary.

Upcoming shareholder meetings at Live Oak Acquisition Corp V’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Live Oak Acquisition Corp V 2026 special meeting?

Live Oak Acquisition Corp V (LOKV) holds its 2026 special shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Live Oak Acquisition Corp V 2026 meeting?

The record date for the Live Oak Acquisition Corp V 2026 meeting is Thursday, May 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Live Oak Acquisition Corp V's 2026 meeting?

The board is presenting 5 director nominees at the Live Oak Acquisition Corp V 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Live Oak Acquisition Corp V 2026 meeting?

Shareholders will vote on 15 proposals at the Live Oak Acquisition Corp V 2026 meeting, each tagged with who proposed it and the board's recommendation.