Proposal No. 2 Adoption of a
non-binding, advisory resolution to adopt the golden parachute compensation that will or may be paid or become payable to those named executive officers of Mylan who depart from the Company in connection with,
or following, the consummation of the Combination (the Compensation Proposal):
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|
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For
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Against
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Abstain
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Broker
Non-Votes
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131,650,119
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271,521,572
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700,783
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0
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The proposal did not receive the affirmative vote of a majority of the votes cast by shareholders entitled to vote and
therefore did not pass.
Proposal No. 3 Adoption of a non-binding, advisory
resolution to adopt certain features of Upjohn Inc.s (Newco) governance which will replace the corresponding features of Mylans governance, effective upon the closing of the Combination, relating to (i) the right of
stockholders to nominate directors and make other stockholder proposals at stockholder meetings and (ii) director terms and stockholder removal of directors (the Proposal Regarding Procedures for Determining Board Composition):
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For
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Against
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Abstain
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Broker
Non-Votes
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398,831,423
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4,142,917
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898,136
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0
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
Proposal No. 4 Adoption of a non-binding, advisory resolution to adopt
certain features of Newcos governance which will replace the corresponding features of Mylans governance, effective upon the closing of the Combination, relating to the right of stockholders to call special meetings of stockholders (the
Stockholder Special Meetings Proposal):
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For
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Against
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Abstain
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Broker
Non-Votes
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369,446,363
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33,500,004
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926,110
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0
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
Additional Information and Where to Find It
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed combination of Newco and Mylan, which will immediately follow the proposed separation of the
Upjohn Business from Pfizer (the proposed transaction), Newco and Mylan have filed certain materials with the Securities and Exchange Commission (SEC), including, among other materials, the Registration Statement on Form S-4, as amended, which includes a proxy statement/prospectus (as amended, the Form S-4), which was filed by Newco with the SEC on October 25, 2019 and
declared effective by the SEC on February 13, 2020, the Registration Statement on Form 10, which includes an information statement (the Form 10), which was filed by Newco with the SEC on June 12, 2020 and declared effective by
the SEC on June 30, 2020, a definitive proxy statement, which was filed by Mylan with the SEC on February 13, 2020 (the EGM Proxy Statement), and a prospectus, which was filed by Newco with the SEC on February 13, 2020
(the Prospectus). The EGM Proxy Statement and the Prospectus were first mailed to shareholders of Mylan on or about February 14, 2020 to seek approval of the proposed transaction. Newco and Mylan intend to file additional relevant
materials with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, NEWCO AND
THE PROPOSED TRANSACTION. The documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SECs website at www.sec.gov. These documents (when they are available) can also be obtained free of
charge from Mylan, upon written request to Mylan or by contacting Mylan at (724) 514-1813 or investor.relations@mylan.com or from Pfizer on Pfizers internet website at
https://investors.Pfizer.com/financials/sec-filings/default.aspx or by contacting Pfizers Investor Relations Department at (212) 733-2323, as applicable.