GLOBAL BLOOD THERAPEUTICS, INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
1. Proposal to adopt the Agreement and Plan of Merger, dated as of
2022 (as amended or otherwise modified from time to time, the "Merger
Agreement"), by and among Pfizer Inc. ("Parent"), Ribeye Acquisition Corp.
("Merger Sub") and GBT (the "Merger Proposal").
Set forth below are the voting results for the Merger Proposal, which was adopted by GBT's stockholders:
Votes For Votes Against Abstentions Broker Non-Votes 49,038,859 44,357 415,776
0
2. Proposal to approve, on an advisory (nonbinding) basis, the compensation
that may be paid or become payable to GBT's named executive officers that is
based on or otherwise related to the Merger Agreement and the transactions
contemplated by the Merger Agreement (the "Non-Binding Compensation
Proposal").
Set forth below are the voting results for the Non-Binding Compensation Proposal, which was approved by GBT's stockholders:
Votes For Votes Against Abstentions Broker Non-Votes
37,560,560 10,617,797 1,320,635 0
3. In connection with the Special Meeting, GBT also solicited proxies with
respect to the adjournment of the Special Meeting, if necessary or
appropriate, to solicit additional proxies in favor of the Merger Proposal
if there were insufficient votes at the time of the Special Meeting (the
"Adjournment Proposal"). As there were sufficient votes at the time of the
Special Meeting to approve the Merger Proposal, the Adjournment Proposal was
unnecessary and such proposal was not submitted to the GBT stockholders for
approval at the Special Meeting.
Item 8.01 Other Events.
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions described therein, Merger Sub will merge with and into the Company,
with the Company surviving the merger as a wholly owned subsidiary of Parent
(the "Merger"). As previously disclosed, under the terms of the Merger
Agreement, the consummation of the Merger will take place on the third business
day after the satisfaction of the closing conditions set forth in the Merger
Agreement (other than those conditions that by their nature are to be satisfied
at the closing), unless another date is agreed in writing by GBT, Parent and
Merger Sub. As a result of the adoption by GBT stockholders of the Merger
Agreement, the Merger is expected to be consummated on
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Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, related to Parent, GBT and
the acquisition of GBT by Parent that are subject to risks, uncertainties and
other factors. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including all
statements regarding the intent, belief or current expectation of the companies
and members of their senior management team. Readers can generally identify
forward-looking statements by the use of forward-looking terminology such as
"outlook", "potential", "continue", "may", "seek", "approximately", "predict",
"believe", "expect", "plan", "intend", "poised", "estimate" or "anticipate" and
similar expressions or the negative versions of these words or comparable words,
as well as future or conditional verbs such as "will", "should", "would",
"likely" and "could". Forward-looking statements include, without limitation,
statements regarding the transactions and related matters; the expected timing
of the transactions; the ability to complete the transactions considering the
various closing conditions; and any assumptions underlying any of the foregoing.
Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties and are
cautioned not to place undue reliance on these forward-looking statements. We
can give no assurance that the plans, intentions, expectations or strategies
will be attained or achieved, and, furthermore, actual results may differ
materially from those described in the forward-looking statements and will be
affected by a variety of risks and factors that are beyond our control,
including, without limitation, uncertainties as to the timing of the
transactions; the risk that the transactions may not be completed in a timely
manner or at all; the possibility that any or all of the various conditions to
the consummation of the transactions may not be satisfied or waived; the risks
that drug-related adverse events may be observed during commercialization or
clinical development; the risk that data and results may not meet regulatory
requirements or otherwise be sufficient for further development, regulatory
review or approval; risks related to clinical trials and other studies
(including the anticipated timing of clinical data, the funding therefor,
anticipated patient enrollment, trial outcomes, timing or associated costs)? the
occurrence of any event, change or other circumstance that could give rise to
the termination of the definitive agreement for the transactions, including in
circumstances which would require GBT to pay a termination fee; the effect of
the announcement or pendency of the transactions on GBT's ability to retain and
hire key personnel, its ability to maintain relationships with its third-party
payors, customers, distributors, suppliers and others with whom it does business
or its operating results and business generally; risks related to diverting
management's attention from GBT's ongoing business operations; the risk that
stockholder litigation in connection with the transactions may result in
significant costs of defense, indemnification and liability; difficulties or
unanticipated expenses in connection with integrating the companies; and other
factors discussed in the "Risk Factors" and the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" sections of GBT's
Annual Report on Form 10-K for the year ended
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