Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting (the "Special Meeting") of stockholders held on October 18,
2022, the stockholders of ChemoCentryx, Inc. (the "Company" or "ChemoCentryx")
voted on the proposals set forth below. The proposals are described in detail in
the Company's definitive proxy statement filed with the Securities and Exchange
Commission on September 14, 2022, as supplemented on October 7, 2022 (the "Proxy
Statement"). The voting results regarding each proposal, as determined by
Carideo Group, the Company's Inspector of Election, are set forth below. As of
the close of business on September 13, 2022, the record date of the Special
Meeting, there were 71,919,705 shares of common stock of the Company, par value
$0.001 per share ("Company Common Stock"), outstanding, each of which was
entitled to one vote on each proposal at the Special Meeting. At the Special
Meeting, a total of 57,464,094 shares of Company Common Stock, representing
approximately 79.90% of the outstanding shares of Company Common Stock entitled
to vote, were present in person or represented by proxy, constituting a quorum
to conduct business.
Proposal No. 1: Adoption of the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 3, 2022, among ChemoCentryx, Amgen Inc., a
Delaware corporation ("Amgen"), and Carnation Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Amgen ("Merger Sub"), pursuant to
which Merger Sub will be merged with and into ChemoCentryx, with ChemoCentryx
surviving the Merger as a wholly owned subsidiary of Amgen (the "Merger," and
such proposal, the "Merger Proposal").
The Merger Proposal was approved by the requisite vote of the Company's
stockholders.
Votes For Votes Against Abstentions Broker Non-Votes
57,323,711 48,126 92,257 -
Proposal No. 2: Approval, on a non-binding, advisory basis, of certain
compensation that will or may be paid or become payable to ChemoCentryx's named
executive officers that is based on or otherwise relates to the Merger (the
"Merger Compensation Proposal").
The Merger Compensation Proposal was approved by the requisite vote of the
Company's stockholders.
Votes For Votes Against Abstentions Broker Non-Votes
47,029,015 9,455,991 979,088
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Proposal No. 3: Approval of the adjournment of the Special Meeting to a later
date or dates, if necessary to solicit additional proxies if there are
insufficient votes to approve the proposal to adopt the Merger Agreement at the
time of the Special Meeting (the "Adjournment Proposal").
Adjournment of the Special Meeting was deemed not necessary because there was a
quorum present and there were sufficient proxies at the time of the Special
Meeting to approve the Merger Proposal.
Votes For Votes Against Abstentions Broker Non-Votes
51,086,057 5,434,877 943,160
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