IMPAX LABORATORIES, INC. (NASDAQ:IPXL) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
Impax Laboratories, Inc. (the “Company”) held a special meeting of Impax stockholders (the “Special Meeting”) on March 27, 2018. On February 9, 2018, the record date for stockholders entitled to notice of, and to vote at, the Special Meeting, 74,051,651 common shares of the Company were issued and outstanding. The holders of 52,408,039 common shares of the Company were present at the Special Meeting, either in person or represented by proxy, constituting a quorum.
The certified results of the matters voted upon at the Special Meeting, which are more fully described in the Company’s definitive proxy statement, filed with the United States Securities and Exchange Commission (the “SEC”) on February 12, 2018, are as follows:
Proposal 1. Approval of the Business Combination Agreement
Approval of the Business Combination Agreement (the “BCA”), dated as of October17, 2017, among the Company, Amneal Pharmaceuticals LLC (“Amneal”), Atlas Holdings, Inc., a direct wholly owned subsidiary of the company (“Holdco”) and K2 Merger Sub Corporation, a direct wholly owned subsidiary of Holdco (“Merger Sub”), as amended on November 21, 2017 and December16, 2017, and the transactions contemplated thereby (the “Combination”), which we refer to as the combination proposal:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
51,784,827 |
96,770 |
526,441 |
The combination proposal was approved.
Proposal 2. Advisory Vote on Executive Compensation
Approval, on a non-binding, advisory basis, of the compensation that may be paid or become payable to the named executive officers of the Company relating to the Combination as contemplated by the BCA, which we refer to as the compensation proposal:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
50,489,803 |
1,171,722 |
746,514 |
The compensation proposal was approved on an advisory (non-binding) basis.
Proposal 3. Atlas Holdings, Inc. 2018 Incentive Award Plan
Approval and adoption of the Atlas Holdings, Inc. 2018 Incentive Award Plan, which we refer to as the 2018 plan proposal.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
50,418,402 |
1,849,001 |
140,635 |
The 2018 plan proposal was approved.
Proposal 4. Adjournment
Approval to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the BCA, to prevent a violation of applicable law, or to provide stockholders any supplement or amendment to the definitive proxy statement filed with the SEC on February 12, 2018.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
49,168,450 |
2,504,408 |
735,181 |
The adjournment proposal was approved.
Item 8.01 Other Events.
On March 27, 2018, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description of Exhibit |
99.1 |
Press Release, dated March 27, 2018
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IMPAX LABORATORIES INC ExhibitEX-99.1 2 exhibit991to8k.htm EXHIBIT 99.1 Exhibit FOR IMMEDIATE RELEASE CONTACTS:AmnealApurva Saraf(631) 742-7674Impax Mark Donohue(215) 558-4526 Impax Shareholders Approve Proposed Business Combination with AmnealBRIDGEWATER,…To view the full exhibit click here
About IMPAX LABORATORIES, INC. (NASDAQ:IPXL)
Impax Laboratories, Inc. is a specialty pharmaceutical company. The Company is engaged in the development, manufacture and marketing of bioequivalent pharmaceutical products (generics), as well as the development and marketing of branded products. Its segments include Impax Generics and Impax Specialty Pharma. The Impax Generics segment is focused on the development, manufacture, sale and distribution of its generic products, which are the pharmaceutical and therapeutic equivalents of brand-name drug products and are marketed under their established drug names. The Impax Specialty Pharma segment is engaged in the promotion, sale and distribution of various branded products, including its branded pharmaceutical product, Rytary, an extended release oral capsule formulation of carbidopa-levodopa for the treatment of Parkinson’s disease, post-encephalitic Parkinsonism and Parkinsonism, and Zomig (zolmitriptan) products, indicated for the treatment of migraine headaches.