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KINDRED BIOSCIENCES, INC.

(KIN)
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KINDRED BIOSCIENCES, INC. : Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

08/26/2021 | 09:19am EST

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

On August 25, 2021, Kindred Biosciences, Inc., a Delaware corporation ("KindredBio"), held a special meeting of KindredBio's stockholders at 8:00 a.m., Pacific Time at San Francisco Airport Marriott Waterfront Hotel, 1800 Old Bayshore Highway, Burlingame, California 94010 (the "KindredBio Special Meeting"). As of the close of business on July 20, 2021, KindredBio's record date for the KindredBio Special Meeting, there were a total of 45,462,318 shares of common stock, par value $0.0001 per share, of KindredBio ("KindredBio common stock"), outstanding and entitled to vote at the KindredBio Special Meeting. At the KindredBio Special Meeting, 31,572,543 shares of KindredBio common stock were present or represented by proxy, and therefore, a quorum was present.

The results of the matters voted upon at the KindredBio Special Meeting, which are more fully described in KindredBio's Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission ("SEC") on July 21, 2021 (the "Proxy Statement") are set forth below. There were no broker non-votes with respect to any of the proposals.

Proposal 1: To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated June 15, 2021 (as it may be amended from time to time in accordance with its terms, including by the First Amendment, dated June 30, 2021, the "Merger Agreement"), by and among KindredBio, Elanco Animal Health Incorporated ("Elanco") and Knight Merger Sub, Inc. ("Merger Sub") (the "Merger Proposal"). Pursuant to, and subject to the terms and conditions of, the Merger Agreement, Merger Sub will merge with and into KindredBio (the "Merger"), with KindredBio surviving the Merger and becoming a wholly owned subsidiary of Elanco. The votes regarding the Merger Proposal were as follows:

     For            Against        Abstain
  31,139,211        354,158        79,174


Proposal 2: To consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable by KindredBio to its named executive officers that is based on or otherwise relates to the Merger (the "Merger-Related Compensation Proposal"). The votes regarding the Merger-Related Compensation Proposal were as follows:

     For            Against        Abstain
  30,252,326       1,211,108       109,109


As there were sufficient votes to approve the Merger Proposal, stockholder action on the proposal to approve any adjournment of the KindredBio Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in favor of the adoption of the Merger Agreement, as more fully described in the Proxy Statement, was not required, and KindredBio did not call a vote on the proposal.



Item 9.01  Financial Statements and Exhibits.
Exhibit No.                 Description
        104                 Cover Page Interactive Data File (embedded within the Inline XBRL
                            document)


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