Rockwell Medical Announces Adjournment of Annual Meeting of Shareholders
June 07 2019 - 6:50AM
Rockwell Medical, Inc. (NASDAQ:RMTI) (“Rockwell Medical” or the
“Company”), a biopharmaceutical company dedicated to improving
outcomes for patients with anemia, with an initial focus on
end-stage renal disease (ESRD) and chronic kidney disease (CKD),
today announced partial results and the partial adjournment of the
Company’s 2019 Annual Meeting of Shareholders (the “Annual
Meeting”), which was held at 10:00 a.m. on June 6, 2019 and at
which time all director nominees were elected and Proposals 2, 4
and 5, as set forth in the Company’s Definitive Proxy Statement,
were approved by shareholders.
The Company adjourned the meeting with respect to Proposal 3(a)
(reincorporation to Delaware while opting out of Delaware’s
controlled-share statute, referred to as “Section 203”), for the
limited purpose of allowing additional time for shareholders to
vote on the proposal.
While Proposal 3(a) has exceeded 78% approval of the votes cast,
and 65% of the votes cast were in favor of Proposal 3(b)
(reincorporation to Delaware without opting out of Section 203),
approval of more than 50% of all outstanding shares of Rockwell
Medical stock is necessary for the proposal to be approved. While
the votes cast prior to adjournment strongly favored the
reincorporation proposals, approximately 23 million shares remained
unvoted on these proposals.
Based on the total votes cast prior to adjournment, and in order
to simplify the reincorporation proposal, the Board elected to
withdraw Proposal 3(b) and adjourn the Annual Meeting until 9:00
a.m. (Eastern Time) on June 25, 2019 for the sole purpose of
allowing additional time for shareholders to vote on Proposal
3(a).
Both leading independent proxy advisory firms, Institutional
Shareholder Services and Glass Lewis & Co., have recommended in
favor of Proposal 3(a).
If you have already voted your shares For Proposal 3(a),
you do not need to vote again and we thank you for your
support. If you voted against Proposal 3(a), we urge you to
reconsider your vote. The Board believes the proposed
reincorporation is in the best interests of our
stockholders.
“I appreciate the substantial shareholder support for
reincorporation Proposal 3(a), as demonstrated by the affirmative
vote of over 78% of the votes cast to date on this matter,” said
Stuart Paul, Chief Executive Officer of Rockwell. “Over the next
few weeks, we will be reaching out to additional shareholders
through various measures to obtain additional votes on the
proposal. We have also simplified our reincorporation proposal with
the withdrawal of Proposal 3(b) (which did not have the Delaware
203 opt-out) and have acknowledged the stated preference of
shareholders based on votes cast through the date of adjournment of
the Annual Meeting.”
If you have any questions or need
assistance voting your shares, please call the firm assisting
Rockwell with the solicitation of proxies, Saratoga Proxy
Consulting, toll-free at (888) 368-0379 or (212)
257-1311.
About Rockwell Medical
Rockwell Medical is a biopharmaceutical company dedicated to
improving outcomes for patients with anemia, with an initial focus
on end-stage renal disease (ESRD) and chronic kidney disease (CKD).
Rockwell Medical’s exclusive renal drug therapy, Triferic, supports
disease management initiatives to improve the quality of life and
care of dialysis patients and is intended to deliver safe and
effective therapy, while decreasing drug administration costs and
improving patient convenience. The Company has developed multiple
formulations of Triferic, the only FDA-approved therapeutic
indicated for iron replacement and maintenance of hemoglobin in
hemodialysis patients. The Company’s strategy is to bring its
therapeutics to market in the United States and to utilize partners
to develop and commercialize such therapeutics in international
markets. Rockwell Medical is also an established manufacturer,
supplier and leader in delivering high-quality hemodialysis
concentrates/dialysates to dialysis providers and distributors in
the U.S. and abroad. Please visit www.rockwellmed.com for more
information.
Additional Information and where to find it
The Company has filed a definitive proxy statement on Schedule
14A and associated proxy card (the “Proxy Statement”) with
the U.S. Securities and Exchange Commission (the “SEC”), which was
filed on April 30, 2019. The Company, its directors, its executive
officers and certain other individuals set forth in the definitive
proxy statement will be deemed participants in the solicitation of
proxies from shareholders in respect of the Annual Meeting.
Information regarding the names of the Company’s directors and
executive officers and certain other individuals and their
respective interests in the Company by security holdings or
otherwise is set forth in the Proxy Statement. BEFORE MAKING ANY
VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING
THE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING
PROXY CARD. The Proxy Statement and a form of proxy have been
mailed to shareholders of the Company. Investors and shareholders
can obtain a copy of the documents filed by the Company with the
SEC, including the Proxy Statement, free of charge by visiting the
SEC’s website, www.sec.gov.
Contact Investor Relations: Lisa M. Wilson,
In-Site Communications, Inc. T: 212-452-2793
E: lwilson@insitecony.com
Source: Rockwell Medical, Inc.
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