Item 5.07. Submission of Matters to a Vote of Security Holders.

Innophos Holdings, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting") on January 15, 2020 at the Chauncey Conference Center, 1 Chauncey Road, Princeton, New Jersey 08541. An aggregate of 19,690,774 shares of Company common stock were entitled to vote at the Special Meeting, and a total of 16,372,731 shares, constituting a quorum, were represented in person or by proxy.

At the Special Meeting, the stockholders of the Company were asked to consider and vote on the following proposals: (i) to adopt the Agreement and Plan of Merger, dated as of October 20, 2019, (as it may be amended, supplemented or otherwise modified from time to time, the "merger agreement"), by and among Iris Parent LLC, a Delaware limited liability company ("Parent"), Iris Merger Sub 2019, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and the Company (such proposal, the "Merger Proposal"); (ii) to approve, on a non-binding advisory basis, the compensation that may be paid or may become payable to the Company's named executive officers in connection with, or following, the consummation of the merger contemplated by the merger agreement (such proposal, the "Nonbinding Compensation Proposal"); and (iii) to approve the adjournment of the Special Meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the adoption of the merger agreement (such proposal, "Adjournment Proposal"). Each of these proposals is described in more detail in the Company's definitive proxy statement, dated December 6, 2019. The voting results for each of the proposals are detailed below:

The Company's stockholders approved the Merger Proposal. The voting results were as follows:



   For       Against   Abstentions
16,255,647   91,271      25,813

The Company's stockholders approved the Nonbinding Compensation Proposal. The voting results were as follows:



   For       Against    Abstentions
9,358,114   6,894,589     120,028

There being a quorum present and sufficient votes in favor of the Merger Proposal, the Company's stockholders were not asked to vote with respect to the Adjournment Proposal.




Item 8.01. Other Events.

On January 15, 2020, the Company issued a press release announcing stockholder approval of the Merger Proposal, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

 Exhibit No.         Description

    99.1               Press Release, dated January 15, 2020

    104              Cover Page Interactive Data File (the cover page XBRL tags are
                     embedded within the Inline XBRL document)


                                       2

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