ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously announced, on
On
The foregoing description of the Second Amending Agreement is not complete and is subject to and qualified in its entirety by reference to the Second Amending Agreement, a copy of which is filed as Exhibit 2.1 hereto and the terms of which are incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On
Two items of business were voted on by CRH securityholders at the CRH meeting:
(i) holders of CRH shares, holders of outstanding options to purchase CRH shares
("CRH options") and holders of outstanding share units with respect to CRH
shares ("CRH RSUs," and collectively with CRH shares and CRH options, "CRH
securities") voted on a special resolution to approve the Arrangement (the
"Arrangement Resolution"), and (ii) holders of CRH shares voted on a proposal to
approve, on an advisory (non-binding) basis, the compensation that may be paid
or become payable to the Company's named executive officers in connection with
the Arrangement (the "Compensation Proposal"). The Arrangement Resolution and
the Compensation Proposal are described in detail in the Company's definitive
proxy statement filed with the
As of the close of business on
The number of votes cast for and against each proposal is set out below. There were no recorded abstensions or broker non-votes with respect to either proposal.
Proposal 1-The Arrangement Resolution
The Arrangement Resolution was approved, receiving the affirmative vote of (i) approximately 97.30% of the votes cast by CRH shareholders present or represented by proxy at the CRH meeting, (ii) approximately 97.49% of the votes cast by all of the CRH securityholders present or represented by proxy at the CRH meeting voting as a single class and (iii) approximately 97.27% of the votes cast by CRH shareholders present or represented by proxy at the CRH meeting, excluding votes cast by directors, senior officers and certain other related parties of CRH whose votes must be excluded pursuant to Multilateral Instrument 61-101-Protection of Minority Securityholders in Special Transactions. Votes were received as follows:
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CRH shareholders Votes For % Votes For Votes Against % Votes Against 44,334,255 97.30 % 1,232,382 2.70 % CRH securityholders Votes For % Votes For Votes Against % Votes Against 47,819,629 97.49 % 1,232,382 2.51 %
CRH shareholders, excluding the votes that must be excluded pursuant to Multilateral Instrument 61-101
Votes For % Votes For Votes Against % Votes Against 43,966,255 97.27 % 1,232,382 2.73 %
Proposal 2-The Compensation Proposal
The Compensation Proposal was approved, receiving the affirmative vote of approximately 56.89% of the votes cast by CRH shareholders present or represented by proxy at the CRH meeting. Votes were received as follows:
Votes For % Votes For Votes Against % Votes Against 25,924,465 56.89 % 19,642,173 43.11 %
ITEM 8.01 OTHER EVENTS.
On
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits Exhibit No. Description 2.1 Second Amending Agreement, dated as ofApril 16, 2021 , by and amongCRH Medical Corporation , WELL Health Technologies Corp.,WELL Health Acquisition Corp. and 1286392B.C. Ltd. 99.1 Press Release issued byCRH Medical Corporation onApril 16, 2021 104 Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document)
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