Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 22, 2022, 1Life Healthcare, Inc. ("One Medical") held a special meeting of its stockholders (the "Special Meeting") to vote on the three proposals described in detail in One Medical's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on August 24, 2022 and mailed to One Medical stockholders on or about such date (the "Proxy Statement"). As disclosed in the Proxy Statement, as of the close of business on August 22, 2022, the record date for the Special Meeting, there were 195,812,174 shares of One Medical's common stock outstanding and entitled to vote at the Special Meeting. A total of 153,115,828 shares of One Medical's common stock, representing approximately 78% of the shares outstanding and entitled to vote and constituting a quorum, were represented in person (virtually) or by valid proxies at the Special Meeting.

The final voting results for each of the proposals submitted to a vote of stockholders at the Special Meeting are as follows:

Proposal 1 - Adoption of the Merger Agreement

The stockholders of One Medical adopted the Agreement and Plan of Merger, dated July 20, 2022, (such agreement, as it may be amended, modified or supplemented from time to time, the "Merger Agreement"), by and among One Medical, a Delaware corporation, Amazon.com, Inc. ("Amazon"), a Delaware corporation, and Negroni Merger Sub, Inc. ("Merger Sub"), a Delaware corporation, pursuant to which Amazon will acquire One Medical via a merger of Merger Sub with and into One Medical, with One Medical continuing as the surviving corporation and an indirect wholly-owned subsidiary of Amazon. The voting results are set forth in the table immediately below:



                         For               Against     Abstained
                         152,823,569       76,864      215,395

Proposal 2 - Non-binding Advisory Vote on Compensation of Named Executive Officers

The stockholders of One Medical approved, on an advisory (non-binding) basis, the compensation of One Medical's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. The voting results are set forth in the table immediately below:



                        For               Against      Abstained
                        137,199,515       13,588,415   2,327,898

Proposal 3 - Adjournment of the Special Meeting, if necessary or appropriate

In connection with the Special Meeting, One Medical also solicited proxies with respect to any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. Because there were sufficient votes represented at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement, the proposal to approve one or more adjournments of the Special Meeting was moot and was not presented for approval by One Medical's stockholders at the Special Meeting.


                                     * * *

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses