Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 25, 2021, Kindred Biosciences, Inc., a Delaware corporation
("KindredBio"), held a special meeting of KindredBio's stockholders at 8:00
a.m., Pacific Time at San Francisco Airport Marriott Waterfront Hotel, 1800 Old
Bayshore Highway, Burlingame, California 94010 (the "KindredBio Special
Meeting"). As of the close of business on July 20, 2021, KindredBio's record
date for the KindredBio Special Meeting, there were a total of 45,462,318 shares
of common stock, par value $0.0001 per share, of KindredBio ("KindredBio common
stock"), outstanding and entitled to vote at the KindredBio Special Meeting. At
the KindredBio Special Meeting, 31,572,543 shares of KindredBio common stock
were present or represented by proxy, and therefore, a quorum was present.
The results of the matters voted upon at the KindredBio Special Meeting, which
are more fully described in KindredBio's Definitive Proxy Statement on Schedule
14A as filed with the Securities and Exchange Commission ("SEC") on July 21,
2021 (the "Proxy Statement") are set forth below. There were no broker non-votes
with respect to any of the proposals.
Proposal 1: To consider and vote on the proposal to adopt the Agreement and Plan
of Merger, dated June 15, 2021 (as it may be amended from time to time in
accordance with its terms, including by the First Amendment, dated June 30,
2021, the "Merger Agreement"), by and among KindredBio, Elanco Animal Health
Incorporated ("Elanco") and Knight Merger Sub, Inc. ("Merger Sub") (the "Merger
Proposal"). Pursuant to, and subject to the terms and conditions of, the Merger
Agreement, Merger Sub will merge with and into KindredBio (the "Merger"), with
KindredBio surviving the Merger and becoming a wholly owned subsidiary of
Elanco. The votes regarding the Merger Proposal were as follows:
For Against Abstain
31,139,211 354,158 79,174
Proposal 2: To consider and vote on the proposal to approve, on a non-binding,
advisory basis, the compensation that may be paid or become payable by
KindredBio to its named executive officers that is based on or otherwise relates
to the Merger (the "Merger-Related Compensation Proposal"). The votes regarding
the Merger-Related Compensation Proposal were as follows:
For Against Abstain
30,252,326 1,211,108 109,109
As there were sufficient votes to approve the Merger Proposal, stockholder
action on the proposal to approve any adjournment of the KindredBio Special
Meeting to a later date or time, if necessary or appropriate, to solicit
additional proxies in favor of the adoption of the Merger Agreement, as more
fully described in the Proxy Statement, was not required, and KindredBio did not
call a vote on the proposal.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses