Albany Molecular Research, Inc. (NASDAQ:AMRI) Files An 8-K Submission of Matters to a Vote of Security Holders

Albany Molecular Research, Inc. (NASDAQ:AMRI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security Holders.

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On August 18, 2017, Albany Molecular Research, Inc. (the “Company”) held its special meeting of Stockholders (the “Stockholders Meeting”). At the Stockholders Meeting, stockholders voted on the following two proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 14, 2017. The number of votes cast for or against, as well as the number of abstentions and broker non-votes with respect to each proposal voted upon at the Stockholders Meeting, are set forth below.

Proposal 1 – The Merger Agreement. The stockholders voted on the adoption of the Agreement and Plan of Merger, by and among UIC Parent Corporation, UIC Merger Sub, Inc. and the Company (the “Merger Agreement”). Stockholders voted as follows:

For Against Abstain Broker Non-Votes
35,326,477 115,935 45,175

Accordingly, the adoption of the Merger Agreement was approved.

Proposal 2 – Named Executive Officer Specified Compensation. The stockholders voted on the approval of, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the merger. Stockholders voted as follows:

For Against Abstain Broker Non-Votes
28,256,774 7,124,966 105,847

Accordingly, the named executive officer specified compensation was approved on an advisory, non-binding basis.

Stockholder action on a third proposal to approve one or more adjournments of the Stockholders Meeting if necessary to solicit additional proxies in favor of proposal 1 was not required and no vote was taken on that proposal.

The merger is expected to close within the next two weeks, subject to customary closing conditions.


About Albany Molecular Research, Inc. (NASDAQ:AMRI)

Albany Molecular Research, Inc. is a global contract research and manufacturing company. The Company provides drug discovery, development, and manufacturing services. The Company operates through three segments: Discovery and Development Services (DDS), Active Pharmaceutical Ingredients (API) and Drug Product Manufacturing (DPM). The DDS segment includes activities, such as drug lead discovery, optimization, drug development and small-scale commercial manufacturing. API includes pilot to commercial scale manufacturing of active pharmaceutical ingredients and intermediates and high potency and controlled substance manufacturing. DPM includes pre-formulation, formulation and process development through commercial scale production of complex liquid-filled and lyophilized injectable formulations. It supplies a range of services and technologies supporting the discovery and development of pharmaceutical products, the manufacturing of API and drug product for new and generic drugs.

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