Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On October 21, 2016, Alere Inc. (the “
Company
”) held a special meeting of holders of shares of the Company’s common stock (the “
Special Meeting
”). The Company filed its Definitive Proxy Statement for the proposals voted upon at the Special Meeting with the Securities and Exchange Commission (the “
SEC
”) on September 26, 2016.
As of the close of business on August 24, 2016, the record date for the Special Meeting, there were approximately 86,740,318 shares of the Company’s common stock issued and outstanding and entitled to vote at the Special Meeting. A quorum of 67,865,910 shares of the Company’s common stock was represented in person or by proxy at the Special Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:
1. Proposal to adopt the Agreement and Plan of Merger, dated as of January 30, 2016 (the “
Merger Agreement
”), by and among Abbott Laboratories, the Company and Angel Sub, Inc., a wholly owned subsidiary of Abbott which became party to the Merger Agreement through execution of a joinder agreement to the Merger Agreement on February 2, 2016.
For
|
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Against
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Abstain
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Broker Non-Votes
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|
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|
|
|
|
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66,764,692
|
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1,014,027
|
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87,191
|
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0
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The proposal to adopt the Merger Agreement was approved, receiving the affirmative vote of approximately 77% of the shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting.
2. Proposal to approve, by non-binding, advisory vote, the compensation that may be paid or may become payable to the Company’s named executive officers in connection with, or following, the merger contemplated by the Merger Agreement.
For
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Against
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Abstain
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Broker Non-Votes
|
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|
|
|
|
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37,519,440
|
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30,005,770
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340,700
|
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0
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The proposal to approve, by non-binding, advisory vote, the compensation that may become payable to the Company’s named executive officers in connection with the merger contemplated by the Merger Agreement was approved, receiving the affirmative vote of approximately 56% of the shares of the Company’s common stock cast affirmatively or negatively on that proposal.
In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to adopt the Merger Agreement. As there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement, the adjournment or postponement of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the holders of shares of the Company’s common stock for approval at the Special Meeting.