Item 5.07.
|
Submission of Matters to a Vote of Security Holders.
|
On July 16, 2019, Aratana Therapeutics, Inc., a Delaware corporation (the Company), held a special meeting of stockholders
(the Special Meeting) to consider certain proposals related to the Agreement and Plan of Merger (the Merger Agreement), dated April 26, 2019, by and among Elanco Animal Health Incorporated, an Indiana corporation
(Elanco), Elanco Athens Inc., a Delaware corporation and a direct wholly owned subsidiary of Elanco (Acquisition Sub), and the Company, pursuant to which, upon the terms and subject to the conditions set forth in the Merger
Agreement, Acquisition Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Elanco (the Merger).
As of June 14, 2019, the record date for the Special Meeting, there were 49,002,724 shares of Company common stock outstanding, each of
which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 35,769,162 shares of common stock, representing approximately 73.0% of the outstanding shares entitled to vote, were present in person or
represented by proxy, constituting a quorum to conduct business.
At the Special Meeting, Company stockholders considered two proposals,
each of which is described in more detail in a definitive proxy statement filed by the Company with the Securities and Exchange Commission on June 17, 2019. The final results regarding each proposal are set forth below.
Proposal No. 1: Approval of the Proposal to Adopt the Merger Agreement
The Companys stockholders approved the proposal to adopt the Merger Agreement (the Merger Proposal). The voting results for
the Merger Proposal were as follows:
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
35,269,237
|
|
426,295
|
|
73,630
|
|
|
Proposal No. 2: Adjournment of the Special Meeting
Because there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, Proposal No. 2 (Adjournment of the
Special Meeting) was not necessary and was not acted upon.
Proposal No. 3: Approval of the Non-Binding, Advisory Merger-Related Compensation
Proposal
The Companys stockholders approved, by non-binding, advisory vote, compensation that will or may become payable to the
Companys named executive officers in connection with the Merger (the Merger-Related Compensation Proposal). The voting results for the Merger-Related Compensation Proposal were as follows:
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
33,455,235
|
|
2,049,708
|
|
264,219
|
|
|