Item 5.07 Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders of Oak Street Health, Inc. (the "Company"
or "Oak Street Health") held on April 28, 2023 (the "Special Meeting"), the
Company's stockholders voted to approve the pending acquisition of the Company
by a wholly owned subsidiary of CVS Health Corporation (NYSE: CVS) ("CVS
Health"), as described in the Company's proxy statement for the Special Meeting
filed with the U.S. Securities and Exchange Commission on March 30, 2023 (the
"Proxy Statement").
At the Special Meeting, the stockholders of Oak Street Health voted on the
proposals listed below, which are described in detail in the Proxy Statement.
The final results for the votes regarding each proposal are set forth below.
There were no recorded broker non-votes.
Proposal 1: The Merger Proposal
To adopt the Agreement and Plan of Merger, dated as of February 7, 2023 (as it
may be amended, supplemented or otherwise modified from time to time, the
"Merger Agreement"), by and among the Company, CVS Pharmacy, Inc., a Rhode
Island Corporation ("Parent"), Halo Merger Sub Corp., a Delaware corporation and
a wholly owned subsidiary of Parent ("Merger Sub"), and, solely for the limited
purposes set forth in the Merger Agreement, CVS Health. Pursuant to the terms of
the Merger Agreement, Merger Sub will merge with and into the Company, with the
Company continuing as the surviving corporation and a wholly owned subsidiary of
Parent (the "Merger").
The following votes were cast at the Special Meeting (in person or by proxy) and
Proposal 1 was approved:
Votes For Votes Against Abstentions
200,861,872 158,293 920,620
Proposal 2: The Compensation Proposal
To approve, on an advisory (non-binding) basis, the compensation that may be
paid or become payable to the named executive officers of Oak Street Health in
connection with the Merger.
The following advisory votes were cast at the Special Meeting (in person or by
proxy) and Proposal 2 was approved:
Votes For Votes Against Abstentions
195,178,067 5,257,799 1,504,919
The proposal to approve the adjournment of the Special Meeting to a later date
or dates, if necessary or appropriate, to solicit additional proxies if there
were insufficient votes to adopt the Merger Agreement at the time of the Special
Meeting, was not voted upon at the Special Meeting as there were sufficient
votes to approve Proposal 1.
Cautionary Statement Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements made by or on behalf of Oak Street Health. This
Current Report on Form 8-K contains forward-looking statements, which include
all statements that do not relate solely to historical or current facts, such as
statements regarding Oak Street Health's expectations, intentions or strategies
regarding the future. In some cases, you can identify forward-looking statements
by the following words: "may," "will," "could," "would," "should," "expect,"
"intend," "plan," "anticipate," "believe," "estimate," "predict," "project,"
"aim," "potential," "continue," "ongoing," "goal," "can," "seek," "target" or
the negative of these terms or other similar expressions, although not all
forward-looking statements contain these words. Statements in this Current
Report on Form 8-K that are forward looking may include, but are not limited to,
statements regarding the expected timing of the closing of the proposed
acquisition and other transactions contemplated by the Merger Agreement. By
their nature, all forward-looking statements are not guarantees of future
performance or results and are subject to risks and uncertainties that are
difficult to predict and/or quantify. Such risks and uncertainties include, but
are not limited to: the occurrence
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of any event, change or other circumstance that could give rise to the right of
Oak Street Health or CVS Health or both of them to terminate the Merger
Agreement, including circumstances requiring a party to pay the other party a
termination fee pursuant to the Merger Agreement; the failure to obtain Oak
Street Health stockholder approval in a timely manner or otherwise; the risk
that the acquisition may not close in the anticipated timeframe or at all due to
one or more of the other closing conditions to the transaction not being
satisfied or waived; the risk that there may be unexpected costs, charges or
expenses resulting from the proposed acquisition; risks that the proposed
transaction disrupts Oak Street Health's current plans and operations; the risk
that certain restrictions during the pendency of the proposed transaction may
impact Oak Street Health's ability to pursue certain business opportunities or
strategic transactions; risks related to disruption of each company's
management's time and attention from ongoing business operations due to the
proposed transaction; continued availability of capital and financing and rating
agency actions; the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of Oak Street
Health's common stock, credit ratings or operating results; the risk that the
proposed transaction and its announcement could have an adverse effect on the
ability of Oak Street Health to retain and hire key personnel, to retain
customers and to maintain relationships with its business partners, suppliers
and customers and on its operating results and businesses generally, including
with respect to Humana Inc. and its affiliates, which lease or license to Oak
Street Health a majority of Oak Street Health's primary care centers; the risk
of litigation that could be instituted against the parties to the Merger
Agreement or their respective directors, managers or officers and/or regulatory
actions related to the proposed acquisition, including the effects of any
outcomes related thereto; risks related to unpredictable and severe or
catastrophic events, including but not limited to acts of terrorism, war or
hostilities, cyber attacks, or the impact of the COVID-19 pandemic or any other
pandemic, epidemic or outbreak of an infectious disease in the United States or
worldwide on Oak Street Health's business, financial condition and results of
operations, as well as the response thereto by each company's management; and
other business effects, including the effects of industry, market, economic,
political or regulatory conditions. Also, Oak Street Health's actual results may
differ materially from those contemplated by the forward-looking statements for
a number of additional reasons as described in Oak Street Health's filings with
the SEC, including those set forth in the Risk Factors section and under any
"Forward-Looking Statements" or similar heading in Oak Street Health's most
recently filed Annual Report on Form 10-K and Oak Street Health's Current
Reports on Form 8-K.
You are cautioned not to place undue reliance on Oak Street Health's
forward-looking statements. Oak Street Health's forward-looking statements are
and will be based upon management's then-current views and assumptions regarding
CVS Health's proposed acquisition of Oak Street Health, future events and
operating performance, and are applicable only as of the dates of such
statements. Oak Street Health assumes no duty to update or revise
forward-looking statements, whether as a result of new information, future
events, uncertainties or otherwise.
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