Item 5.07
Submission of Matters to a Vote of Security Holders.
On July 19, 2017, Akorn, Inc. (the “
Company
”) held a special meeting (the “
Special Meeting
”) of holders of the common stock, no par value, of the Company (“
Company common shares
”). 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 June 15, 2017, which was supplemented by the Form 8-K filed by the Company with the SEC on July 10, 2017.
As of the close of business on June 9, 2017, the record date for the Special Meeting, there were 124,763,997 Company common shares outstanding and entitled to vote at the Special Meeting. A quorum of 104,986,441 Company common shares 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. The proposal to approve the Agreement and Plan of Merger, dated as of April 24, 2017 (the “
Merger Agreement
”), by and among Fresenius Kabi AG, a German stock corporation, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Fresenius Kabi AG, the Company, and, solely for purposes of Article VIII thereof, Fresenius SE & Co. KGaA, a German partnership limited by shares received the following votes:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
|
|
|
|
|
|
104,651,745
|
|
104,914
|
|
229,782
|
|
0
|
This proposal was approved, receiving the affirmative vote of 83.9% of the Company common shares outstanding and entitled to vote at the Special Meeting.
2. The proposal to approve, by nonbinding, 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 consummation of the merger contemplated by the Merger Agreement received the following votes:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
|
|
|
|
|
|
100,611,137
|
|
3,923,206
|
|
452,098
|
|
0
|
This nonbinding, advisory proposal received the affirmative vote of 96.2% of the Company common shares cast affirmatively or negatively on the 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 approve the Merger Agreement. As there were sufficient votes at the time of the Special Meeting to approve 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 the Company common shares for approval at the Special Meeting.