Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 24, 2022, Apria, Inc. ("Apria") held its special meeting of
stockholders (the "Special Meeting") in connection with the Agreement and Plan
of Merger, dated January 7, 2022 (as amended or modified from time to time, the
"Merger Agreement"), among Apria, Owens & Minor, Inc. ("Parent") and StoneOak
Merger Sub Inc. ("Merger Sub"), an indirect, wholly-owned subsidiary of Parent,
pursuant to which Merger Sub will be merged with and into Apria and Apria will
survive the merger as an indirect, wholly-owned subsidiary of Parent (the
"Merger"). As of the close of business on February 17, 2022, the record date for
the Special Meeting, there were 35,644,720 shares of Apria's common stock issued
and outstanding, of which 31,354,324 shares (representing approximately 88% of
the shares of Apria's common stock issued and outstanding on the record date)
were represented in person or by proxy at the Special Meeting. The results for
each of the matters voted on at the Special Meeting are set forth below:
Proposal I - Adoption of the Merger Agreement (the "Merger Proposal").
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
31,271,616 28,467 54,241 N/A
The Merger Proposal was approved by the stockholders, by an affirmative vote of
the holders of approximately 88% of the voting power of the shares of Apria's
common stock outstanding as of the close of business on the record date.
Proposal II - Approval, on a non-binding, advisory basis, of certain
compensation that will or may be paid by Apria to its named executive officers
that is based on or otherwise relates to the Merger (the "Named Executive
Officer Merger-Related Compensation Proposal").
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
28,371,975 1,811,299 1,171,050 N/A
The Named Executive Officer Merger-Related Compensation Proposal was approved by
the stockholders, on an advisory basis, by the holders of approximately 91% of
the voting power of the shares of Apria's common stock present in person or
represented by proxy at the Special Meeting.
Proposal III - Adjournment of the Special Meeting from time to time, if
necessary or appropriate, as determined in good faith by the board of directors
of Apria, including for the purpose of soliciting additional votes for the
approval of the Merger Proposal if there are insufficient votes at the time of
the Special Meeting to approve the Merger Proposal (the "Adjournment Proposal").
In connection with the Special Meeting, Apria solicited proxies with respect to
the Adjournment Proposal. Because there were sufficient votes from Apria
stockholders to approve the Merger Proposal, adjournment of the Special Meeting
was unnecessary and the Adjournment Proposal was not called.
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