Item 5.07 Submission of Matters to a Vote of Stockholders
On October 11, 2022, the Company held a virtual special meeting of stockholders
(the "Special Meeting"), at which the holders of 119,919,696 shares of Company
common stock, par value $0.01 per share (the "Shares" and each, a "Share")
representing 85.58% of the Shares outstanding and entitled to vote as of the
Special Meeting record date of September 7, 2022 (the "Record Date"), were
present at the Special Meeting via the virtual meeting website or represented by
proxy. A summary of the final voting results for the following proposals, each
of which is described in detail in the Proxy Statement and first mailed to the
Company's stockholders on or about September 13, 2022, is set forth below:
Proposal 1: Adoption of the Merger Agreement
As previously announced, on May 24, 2022, the Company entered into an Agreement
and Plan of Merger (the "Merger Agreement"), by and among the Company, Corgi
Bidco, Inc., a Delaware corporation ("Parent") and Corgi Merger Sub, Inc., a
Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"),
pursuant to which Merger Sub will be merged with and into the Company (the
"Merger" and together with the other transactions contemplated by the Merger
Agreement, the "Transactions"), with the Company surviving the Merger as a
wholly owned subsidiary of Parent.
At the Special Meeting, the proposal to adopt the Merger Agreement (the "Merger
Agreement Proposal") was approved, having received "for" votes from holders of a
majority of the outstanding Shares entitled to vote on the proposal. The final
votes on Proposal 1 were as follows:
FOR AGAINST ABSTENTIONS
112,558,783 7,206,409 154,504
Proposal 2: Non-Binding Merger-Related Compensation Proposal
At the Special Meeting, the Company's stockholders voted upon and approved the
proposal to approve, by a non-binding advisory vote, the compensation that may
be paid or become payable to the Company's named executive officers that is
based on or otherwise relates to the Transactions, including the Merger. The
non-binding Merger-related compensation proposal was approved, having received
"for" votes from holders of a majority of the Shares entitled to vote on such
proposal. The final votes on Proposal 2 were as follows:
FOR AGAINST ABSTENTIONS
97,903,845 17,987,233 4,028,618
Proposal 3: Adjournment Proposal
Because no supplement or amendment to the Proxy Statement was necessary to be
provided to Company stockholders and there were sufficient votes at the time of
the Special Meeting to adopt the Merger Agreement, adjournment of the Special
Meeting was not necessary or appropriate.
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Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements, including statement
regarding the effects of the proposed acquisition of Covetrus by funds
affiliated with CD&R and TPG. We may, in some cases use terms such as
"predicts," "believes," "potential," "continue," "anticipates," "estimates,"
"expects," "plans," "intends," "may," "could," "might," "likely," "will,"
"should," or other words that convey uncertainty of the future events or
outcomes to identify these forward-looking statements. Such statements are based
on a number of assumptions about future events and are subject to numerous risks
and uncertainties, and actual results could differ materially from those
anticipated due to a number of factors including, but not limited to, the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement; failure to satisfy conditions to
completion of the Merger; risks related to disruption of management's attention
from our ongoing business operations due to the Merger; the effect of the
announcement of the Merger on our relationships with our customers, operating
results and business generally; the risk that the proposed merger will not be
consummated in a timely manner; the potential for political, social, or economic
unrest, terrorism, hostilities or war, including war between Russia and Ukraine
and the potential impact of financial and economic sanctions on the regional and
global economy; the impact of inflationary effects on the Company, the effect of
health epidemics, including the COVID-19 pandemic, on our business and the
success of any measures we have taken or may take in the future in response
thereto, including compliance with prolonged measures to contain the spread of
COVID-19 which may impact our ability to continue operations at our distribution
centers and pharmacies; the ability to achieve performance targets, including
managing our growth effectively; the ability to launch new products; the ability
to successfully integrate acquisitions, operations and employees; the ability to
continue to execute on our strategic plan; the ability to attract and retain key
personnel; the ability to manage relationships with our supplier and distributor
network, including negotiating acceptable pricing and other terms with these
partners; the ability to attract and retain customers in a price sensitive
environment; the ability to maintain quality standards in our technology product
offerings as well as associated customer service interactions to minimize loss
of existing customers and attract new customers; access to financial markets
along with changes in interest rates and foreign currency exchange rates;
changes in the legislative landscape in which we operate, including potential
corporate tax reform, and our ability to adapt to those changes as well as
adaptation by the third-parties we are dependent upon for supply and
distribution; the impact of litigation; the impact of accounting pronouncements,
seasonality of our business, leases, expenses, interest expense, and debt;
sufficiency of cash and access to liquidity; cybersecurity risks, including risk
associated with our dependence on third party service providers as a large
portion of our workforce is working from home; and those additional risks
discussed under the heading "Risk Factors" in our Annual Report on Form 10-K
filed on February 28, 2022 and our Quarterly Report on Form 10-Q for the period
ended June 30, 2022, filed on August 4, 2022. Our forward-looking statements are
based on current beliefs and expectations of our management team and, except as
required by law, we undertake no obligations to make any revisions to the
forward-looking statements contained in this release or to update them to
reflect events or circumstances occurring after the date of this release,
whether as a result of new information, future developments or otherwise.
Investors are cautioned not to place undue reliance on these forward-looking
statements.
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