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

On February 2, 2022, Arena Pharmaceuticals, Inc. ("Arena") held a special meeting of its stockholders (the "Special Meeting") to vote on the three proposals described in detail in Arena's definitive proxy statement (the "Proxy Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") on January 3, 2022 and mailed to Arena stockholders on or about such date. As disclosed in the Proxy Statement, as of the close of business on December 30, 2021, the record date for the Special Meeting, there were 61,564,122 shares of Arena's common stock outstanding and entitled to vote at the Special Meeting. A total of 46,219,346 shares of Arena's common stock, representing approximately 75.1% 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: Arena's stockholders voted to adopt the Agreement and Plan of Merger, dated December 12, 2021, (such agreement, as it may be amended, modified or supplemented from time to time, the "Merger Agreement"), by and among Arena, Pfizer Inc. ("Parent"), and Antioch Merger Sub, Inc., pursuant to which Antioch Merger Sub, Inc. will merge with and into Arena, with Arena continuing as the surviving corporation and a wholly-owned subsidiary of Parent. The voting results are set forth in the table immediately below:



   For       Against   Abstained
45,870,015   252,538    96,793

Proposal 2: Arena's stockholders voted to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Arena'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
32,455,793   12,861,311    902,242

Proposal 3: In connection with the Special Meeting, Arena also solicited proxies with respect to a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement. 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 Arena's stockholders at the Special Meeting.


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Cautionary Statement Regarding Forward-Looking Statements

This communication and any documents referred to in this communication contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Parent and Arena, including, but not limited to, statements regarding the expected benefits of the proposed transaction and the anticipated timing of the proposed transaction, strategies, objectives and the products and markets of each company. These forward-looking statements generally are identified by the words "believe," "predict," "target," "contemplate," "potential," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "could," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed transaction on Arena's business relationships, operating results, and business generally, (v) risks that the proposed transaction disrupts current plans and operations of Arena or Parent and potential difficulties in Arena employee retention as a result of the proposed transaction, (vi) risks related to diverting management's attention from Arena's ongoing business operations, and (vii) the outcome of any legal proceedings that may be instituted against Parent or against Arena related to the Merger Agreement or the proposed transaction. The risks and uncertainties may be amplified by the COVID-19 pandemic (and related variants), which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic (and related variants) impacts Arena's businesses, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Parent and Arena described in the "Risk Factors" section of Arena's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by Arena from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Arena assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Arena gives no assurance that it will achieve its expectations.


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