Item 5.07 Submission of Matters to a Vote of Security Holders
On October 8, 2021, Intersect ENT, Inc. ("Intersect ENT") held a special meeting
of its stockholders (the "Special Meeting") to vote on the three proposals
described in detail in Intersect ENT's definitive proxy statement (the "Proxy
Statement") filed with the U.S. Securities and Exchange Commission (the "SEC")
on September 7, 2021 and mailed to Intersect ENT stockholders on or about such
date. As disclosed in the Proxy Statement, as of the close of business on
September 3, 2021, the record date for the Special Meeting, there were
33,420,243 shares of Intersect ENT's common stock outstanding and entitled to
vote at the Special Meeting. A total of 25,314,251 shares of Intersect ENT's
common stock, representing approximately 76% of the shares outstanding and
entitled to vote and constituting a quorum, were represented in person
(virtually) or by valid proxies at the Special Meeting.
The final voting results for each of the proposals submitted to a vote of
stockholders at the Special Meeting are as follows:
Proposal 1: Intersect ENT's stockholders voted to adopt the Agreement and Plan
of Merger, dated August 6, 2021, (such agreement, as it may be amended, modified
or supplemented from time to time, the ''Merger Agreement''), by and among
Intersect ENT, Medtronic, Inc. (''Parent''), and Project Kraken Merger Sub,
Inc., pursuant to which Project Kraken Merger Sub, Inc. will merge with and into
Intersect ENT, with Intersect ENT continuing as the surviving corporation and a
wholly-owned subsidiary of Parent. The voting results are set forth in the table
immediately below:
For Against Abstained
25,266,304 3,919 44,028
Proposal 2: Intersect ENT's stockholders voted to reject, on an advisory
(non-binding) basis, the compensation that may be paid or become payable to
Intersect ENT's named executive officers that is based on or otherwise relates
to the Merger Agreement and the transactions contemplated by the Merger
Agreement. The voting results are set forth in the table immediately below:
For Against Abstained
8,786,172 14,918,856 1,609,223
Proposal 3: In connection with the Special Meeting, Intersect ENT also solicited
proxies with respect to a proposal to approve one or more adjournments of the
Special Meeting, if necessary or appropriate, to solicit additional proxies if
there are insufficient votes at the time of the Special Meeting to approve the
proposal to adopt the Merger Agreement. Because there were sufficient votes
represented at the time of the Special Meeting to approve the proposal to adopt
the Merger Agreement, the proposal to approve one or more adjournments of the
Special Meeting was moot and was not presented for approval by Intersect ENT's
stockholders at the Special Meeting.
Notes Regarding Forward-Looking Statements
This communication, and any documents to which Intersect ENT refers you in this
communication, contains not only historical information, but also
forward-looking statements made pursuant to the safe-harbor provisions of the
Private Securities Litigation Reform Act of 1995 (the "Act"). These
forward-looking statements represent Intersect ENT's current expectations or
beliefs concerning future events, including but not limited to the expected
completion and timing of the proposed transaction, expected benefits and costs
of the proposed transaction, management plans and other information relating to
the proposed transaction, strategies and objectives of Intersect ENT for future
operations and other information relating to the proposed transaction. Without
limiting the foregoing, the words "believes," "anticipates," "plans," "expects,"
"intends," "forecasts," "should," "estimates," "contemplate," "future," "goal,"
"potential," "predict," "project," "projection," "target," "seek," "may,"
"will," "could," "should," "would," "assuming," and similar expressions are
intended to identify forward-looking statements. We intend these forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Act. You should read any such forward-looking
statements carefully, as they involve a number of risks, uncertainties and
assumptions that may cause actual results to differ significantly from those
projected or contemplated in any such forward-looking statement. Those risks,
uncertainties and assumptions include, without limitation, (i) the risk that the
proposed transaction may not be completed in a timely manner or at all, which
may adversely affect Intersect ENT's business and the price of the common stock
of Intersect ENT, (ii) the failure to satisfy any of the conditions to the
consummation of the proposed transaction, including the adoption of the Merger
Agreement by the stockholders of Intersect ENT and the receipt of certain
regulatory approvals, (iii) the occurrence of any event, change or other
circumstance or condition that could give rise to
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the termination of the Merger Agreement, (iv) the effect of the announcement or
pendency of the proposed transaction on Intersect ENT's business relationships,
operating results and business generally, (v) risks that the proposed
transaction disrupts current plans and operations and the potential difficulties
in employee retention as a result of the proposed transaction, (vi) risks
related to diverting management's attention from Intersect ENT's ongoing
business operations, (vii) the outcome of any legal proceedings that may be
instituted against Intersect ENT related to the Merger Agreement or the proposed
transaction, and (viii) unexpected costs, charges or expenses resulting from the
proposed transaction. The risks and uncertainties may be amplified by the
COVID-19 pandemic, which has caused significant economic uncertainty. The extent
to which the COVID-19 pandemic impacts Intersect ENT's businesses, operations,
and financial results, including the duration and magnitude of such effects,
will depend on numerous factors, which are unpredictable, including, but not
limited to, the duration and spread of the outbreak, its severity, the actions
to contain the virus or treat its impact, and how quickly and to what extent
normal economic and operating conditions can resume. Forward-looking statements
are not guarantees of future performance, and there are a number of important
factors that could cause actual outcomes and results to differ materially from
the results contemplated by such forward-looking statements, including those
risks described in Intersect ENT's filings with the SEC, such as its Quarterly
Reports on Form 10-Q and Annual Reports on Form 10-K. Forward-looking statements
speak only as of the date of this communication or the date of any document
incorporated by reference in this document. Except as required by applicable law
or regulation, Intersect ENT does not assume any obligation to update any such
forward-looking statements whether as the result of new developments or
otherwise.
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