Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 26, 2021, Trillium Therapeutics, Inc. ("Trillium") convened a special
meeting (the "Meeting") of the holders of common shares and preferred shares
(collectively, the "shareholders") and the holders of warrants (the "warrant
holders" and together with the shareholders, the "securityholders").
The following matters were submitted to a vote of Trillium's securityholders at
the Meeting: (i) a proposal to consider, pursuant to an interim order of the
Supreme Court of British Columbia, dated as of September 20, 2021 (the "Interim
Order"), and, if deemed advisable, to pass, with or without variation, a special
resolution (the "Arrangement Resolution"), approving a statutory arrangement
(the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act
(British Columbia) (the "BCBCA") pursuant to the Arrangement Agreement (the
"Arrangement Agreement"), dated August 20, 2021 by and among Trillium, Pfizer
Inc. ("Pfizer") and PF Argentum Acquisition ULC ("PF Argentum"), a wholly-owned
indirect subsidiary of Pfizer and (ii) a proposal to consider, and if deemed
advisable, pass an advisory (non-binding) resolution on specified compensation
that will be paid or may become payable to the named executive officers of
Trillium in connection with the Arrangement (the "Named Executive Officer
Specified Compensation Proposal"), as disclosed under the section entitled "The
Arrangement - Interests of Directors and Officers in the Arrangement -
Quantification of Potential Payments to Trillium's Named Executive Officers in
Connection with the Arrangement" in the Circular (as defined below). These
proposals are described in more detail in the definitive management information
circular and proxy statement filed by Trillium on September 27, 2021 (the
"Circular").
As of the close of business on September 24, 2021, the record date of the
Meeting, there were approximately 111,745,125 Trillium shares and 6,466,002
Trillium warrants issued and outstanding and entitled to vote. A total of
83,315,354 securities were voted at the Meeting representing approximately
70.48% of the issued and outstanding Trillium securities as of the record date.
The number of votes cast for and against each proposal is set out below. There
were no recorded abstentions or broker non-votes with respect to either
proposal. Set forth below are the results of the Meeting:
Proposal 1 - The Arrangement Resolution
The Arrangement Resolution was approved, receiving the affirmative vote of (i)
approximately 99.61% of the votes cast by Trillium shareholders, voting as a
single class, present in person or represented by proxy and entitled to vote at
the Meeting and (ii) approximately 99.64% of the votes cast by Trillium
securityholders, voting as a single class, present in person or represented by
proxy and entitled to vote at the Meeting. Votes were received as follows:
Trillium shareholders
Votes For % Votes For Votes Against % Votes Against
76,762,966 99.61% 301,259 0.39%
Trillium securityholders
Votes For % Votes For Votes Against % Votes Against
83,012,966 99.64% 301,259 0.36%
Proposal 2 - The Named Executive Officer Specified Compensation Proposal
The Named Executive Officer Specified Compensation Proposal was approved,
receiving the affirmative vote of approximately 97.11% of the votes cast by the
holders of Trillium's common shares, present in person or represented by proxy
and entitled to vote at the Meeting. Votes were received as follows:
Votes For % Votes For Votes Against % Votes Against
68,279,978 97.11% 2,034,247 2.89%
Item 7.01 Other Events
On October 26, 2021, Trillium issued a press release containing information
about the voting results of the Meeting. A copy of this press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
Press release issued by Trillium Therapeutics Inc. on October
99.1 26, 2021
Cover Page Interactive Data File (formatted as Inline XBRL and
104 embedded within the Inline XBRL document)
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