Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 3, 2021, Chiasma, Inc. ("Chiasma") held a virtual special meeting of
its stockholders (the "Special Meeting"). Chiasma's stockholders voted on
Proposal 1 and Proposal 2 at the Special Meeting, which are described in more
detail in the definitive proxy statement filed by Chiasma with the U.S.
Securities and Exchange Commission on July 2, 2021.
Chiasma's stockholders were entitled to one vote for each share of common stock,
$0.01 par value per share (each, a "Share"), held as of the close of business on
June 15, 2021 (the "Record Date"). At the close of business on the Record Date,
there were 63,191,027 Shares entitled to vote at the Special Meeting. Present at
the Special Meeting or by proxy were holders of 40,381,618 Shares, representing
63.88% of the outstanding Shares eligible to vote at the Special Meeting, and
constituting a quorum. The final results with respect to such proposal are set
forth below.
Proposal 1 - The Merger Proposal. To adopt the Agreement and Plan of Merger,
dated as of May 4, 2021 (the "Merger Agreement") by and among Chiasma, Amryt
Pharma plc ("Amryt") and Acorn Merger Sub, Inc., an indirect wholly owned
subsidiary of Amryt ("Merger Sub"), pursuant to which Merger Sub will merge with
and into Chiasma (the "Merger"), with Chiasma surviving the merger as an
indirect wholly owned subsidiary of Amryt.
Votes For Votes Against Abstentions Broker Non-Votes
40,122,701 246,789 12,128 -
Proposal 2 - The Advisory, Non-Binding Compensation Proposal. To approve, on a
non-binding advisory basis, the compensation that may be paid or become payable
to Chiasma's named executive officers that is based on or otherwise relates to
the transactions contemplated by the merger agreement.
Votes For Votes Against Abstentions Broker Non-Votes
36,757,866 517,949 3,105,803 -
Stockholder action on a third proposal, to approve the adjournment of the
Special Meeting, if necessary or appropriate, to solicit additional proxies in
favor of approving the Merger Proposal, was not required in light of the
adoption of the Merger Proposal and no vote was taken on that proposal.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses