Item 5.07 Submission of Matters to a Vote of Security Holders
On
As of the close of business on
1. Proposal No. 1 - The Merger Proposal: To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as ofApril 15, 2023 , by and among Merck & Co., Inc., aNew Jersey corporation ("Merck"),Splash Merger Sub, Inc. , aDelaware corporation and a direct wholly owned subsidiary of Merck ("Merger Sub"), and Prometheus, pursuant to which Merger Sub will be merged with and into Prometheus, with Prometheus surviving as a wholly owned subsidiary of Merck (the "Merger" and such proposal, the "Merger Proposal"). The Merger Proposal was approved by the requisite vote of Prometheus' stockholders. Votes For Votes Against Abstentions Broker Non-Votes 40,213,094 19,498 43,253 0 2. Proposal No. 2 - The Merger Compensation Proposal: To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Prometheus' named executive officers that is based on or otherwise relates to the Merger (the "Merger Compensation Proposal"). The Merger Compensation Proposal was approved by the requisite vote of Prometheus' stockholders. Votes For Votes Against Abstentions Broker Non-Votes 22,672,271 17,411,044 192,530 0 3. Proposal No. 3 - The Adjournment Proposal: To approve the adjournment of the Special Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes in person or by proxy to approve the Merger Proposal at the time of the Special Meeting (the "Adjournment Proposal").
Adjournment of the Special Meeting was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Merger Proposal.
Votes For Votes Against Abstentions Broker Non-Votes 37,410,999 2,722,081 142,765
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