Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 22, 2016, Quintiles Transnational Holdings Inc. (Quintiles) held a special meeting of shareholders (the
Meeting) to (i) approve the merger agreement between Quintiles and IMS Health Holdings, Inc. (IMS Health) dated May 3, 2016 (the Merger Agreement); (ii) approve the issuance of shares of Quintiles
(the Surviving Corporation in the Merger) common stock to IMS Health stockholders; (iii) to reincorporate Quintiles in Delaware immediately prior to completion of the merger; (iv) approve the number of authorized shares of
common stock of Quintiles contained in the Delaware certificate of incorporation; (v) approve the elimination of supermajority voting to amend certain provisions of the Quintiles Delaware certificate of incorporation; (vi) approve, on an
advisory (non-binding) basis, specific compensatory arrangements between Quintiles and its named executive officers relating to the merger; and (vii) approve the proposal to adjourn the Meeting, if necessary or appropriate, to solicit
additional proxies for any proposal if there are not sufficient votes to approve proposals (i)(v). For more information about the foregoing matters, see the definitive joint proxy statement/prospectus filed with the Securities and Exchange
Commission (the SEC) by each of Quintiles and IMS Health on August 16, 2016.
As of August 12, 2016, the record date
for the Meeting, there were 119,041,639 shares of Quintiles common stock outstanding and entitled to vote on all matters. At the Meeting, 107,822,896 shares of Quintiles common stock eligible to vote were represented in person or by proxy,
constituting a quorum. The certified results of the matters voted on at the Meeting are set forth below.
Proposal No. 1
Approval of
the Merger Agreement between Quintiles and IMS Health.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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105,949,175
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67,242
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1,806,479
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N/A
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This proposal was approved.
Proposal No. 2
Approval of the issuance of shares of Quintiles to IMS Health stockholders.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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105,934,090
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67,795
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1,821,011
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N/A
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This proposal was approved.
Proposal No. 3
Approval of the reincorporation of Quintiles in Delaware.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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106,478,543
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41,371
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1,302,982
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N/A
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This proposal was approved.
Proposal No. 4
Approval of the number of authorized shares of common stock of Quintiles contained in the Delaware certificate of
incorporation.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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106,328,795
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194,495
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1,299,606
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N/A
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This proposal was approved.
Proposal No. 5
Approval of the elimination of supermajority voting provisions in the Quintiles Delaware certificate of incorporation.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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106,484,337
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48,214
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1,290,345
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N/A
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This proposal was approved.
Proposal No. 6
Approval, on an advisory (non-binding) basis, of the specific compensatory
arrangements between Quintiles and its named executive officers.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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59,923,696
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46,436,605
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1,462,595
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N/A
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This proposal was approved on an advisory (non-binding) basis.
Proposal No. 7
The proposal to adjourn the Meeting was not necessary or appropriate as there were sufficient votes at the time of the
meeting to approve Proposals 1 through 5, above.