MEAD JOHNSON NUTRITION COMPANY (NYSE:MJN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.Submission of Matters to a Vote of Security Holders
A special meeting (the special meeting) of the stockholders of
Mead Johnson Nutrition Company (we, us, our or the Company) was
held at 1:00 p.m., Central Daylight Time, on May31, 2017, to
consider and vote upon (1)a proposal to adopt the Agreement and
Plan of Merger, dated as of February10, 2017 (as may be amended
from time to time, the merger agreement), among the Company,
Reckitt Benckiser Group plc, a company incorporated in England
and Wales (RB), and Marigold Merger Sub,Inc., a Delaware
corporation and wholly owned indirect subsidiary of RB (Merger
Sub), to which RB will indirectly acquire the Company by means of
a merger of Merger Sub with and into the Company, with the
Company continuing as the surviving entity following the merger
as a wholly owned indirect subsidiary of RB (the merger), (2)a
proposal to adjourn the special meeting, if necessary or
appropriate, including to solicit additional proxies if there are
insufficient votes at the time of the special meeting to
establish a quorum or adopt the merger agreement (the Adjournment
Proposal), and (3)a proposal to approve, on a non-binding,
advisory basis, the payment of certain compensation and benefits
to our named executive officers, which they will or may be
entitled to receive from the Company (or its successor) and as a
consequence of the merger (the Merger-Related Compensation
Proposal). Subject to the satisfaction or waiver of the remaining
closing conditions, the merger is expected to close at the end of
the second quarter of 2017 or beginning of the third quarter of
2017.
As of April13, 2017, the record date for the special meeting,
183,635,708 shares of our common stock were outstanding and
entitled to vote. 132,916,669 shares of common stock were
represented in person or by proxy at the special meeting,
constituting a quorum.
The final voting results for the proposals at the special
meeting, each of which is described in greater detail in the
definitive proxy statement filed by the Company with the U.S.
Securities and Exchange Commission (the SEC) on April27, 2017,
are set forth below.
1. Proposal to adopt the merger agreement. The
proposal to adopt the merger agreement was approved by the
affirmative vote of approximately 70.30% of the shares of our
common stock entitled to vote at the special meeting. The results
of the vote were as follows:
|
For |
|
Against |
|
Abstentions |
|
BrokerNon-Votes |
|
129,098,601 |
265,342 |
3,552,726 |
|
2. Merger-Related Compensation Proposal. The
non-binding, advisory Merger-Related Compensation Proposal was
not approved. The results of the vote were as follows:
|
For |
|
Against |
|
Abstentions |
|
BrokerNon-Votes |
|
43,666,153 |
85,070,956 |
4,179,560 |
|
Because there were sufficient votes from our stockholders to
adopt the merger agreement, the Adjournment Proposal was not
called. No other business properly came before the special
meeting.
Item 8.01.Other Events.
The board of directors of the Company declared at its meeting on
May31, 2017 a regular quarterly dividend of $0.4125 per share of
the Companys common stock for the quarter ending June30, 2017.
The dividend will be paid on July5, 2017 to stockholders of
record at close of business on June20, 2017. In the event that
the merger is completed on or prior to June20, 2017, RB will
become the sole stockholder of the Company as of the record date
and therefore no dividend will be paid.
On May31, 2017, the Company issued a press release announcing the
results of the special meeting and declaring a regular dividend
on the Companys common stock. A copy of the press release is
attached hereto as Exhibit99.1 and is incorporated herein by
reference.
Cautionary Statement Regarding Forward-Looking
Statements
This report contains certain statements with respect to a
transaction involving the Company and RB that are
forward-looking as defined in the Private Securities Litigation
Reform Act of 1995. These forward-looking statements may be
identified by the fact they use words such as should, expect,
anticipate, estimate, target, may, project, guidance, intend,
plan, believe and other words and terms of similar meaning and
expression. Forward-looking statements can also be identified
by the fact that they do not relate strictly to historical or
current facts. Such forward-looking statements are based on
current expectations that involve inherent risks, uncertainties
and assumptions that may cause actual results to differ
materially from expectations as of the date of this report.
These risks include, but are not limited to: (1)the possibility
that a transaction will not be consummated or delays in
consummating the transaction; (2)adverse effects on the market
price of the Companys common stock and on the Companys
operating results because of a failure to complete the
transaction; (3)negative effects relating to the announcement
of the transaction or any further announcements relating to the
transaction or the entrance into or consummation of the
transaction on the market price of the Companys common stock;
(4)unanticipated difficulties or expenditures relating to the
transaction; (5)legal proceedings instituted against the
Company and others in connection with the transaction;
(6)disruptions of current plans and operations caused by the
announcement and pendency of the transaction; (7)potential
difficulties in employee retention as a result of the
announcement and pendency of the transaction; (8)the response
of customers, distributors, suppliers and competitors to the
announcement of the transaction; (9)the ability to sustain
brand strength, particularly the Enfa family of brands; (10)the
effect on the Companys reputation of real or perceived quality
issues; (11) the effect of regulatory restrictions related to
the Companys products; (12) the adverse effect of commodity
costs; (13) increased competition from branded, private label,
store and economy-branded products; (14) the effect of an
economic downturn on consumers purchasing behavior and
customers ability to pay for product; (15) inventory reductions
by customers; (16) the adverse effect of changes in foreign
currency exchange rates; (17) the effect of changes in
economic, political and social conditions in the markets where
we operate; (18) changing consumer preferences; (19) the
possibility of changes in the Women,Infants and Children (WIC)
program, or participation in WIC; (20) legislative, regulatory
or judicial action that may adversely affect the Companys
ability to advertise its products, maintain product margins, or
negatively impact the Companys reputation or result in fines or
penalties that decrease earnings; and (21) the ability to
develop and market new, innovative products.
Where, in any forward-looking statement, the Company or its
management expresses an expectation or belief as to future
results or actions, there can be no assurance that the
statement of expectation or belief will result or be achieved
or accomplished. Our actual results may differ materially from
our expectations, plans or projections. Forward-looking
statements are only predictions and estimates, which are
inherently subject to risks, trends and uncertainties, many of
which are beyond our ability to control or predict with
accuracy and some of which we might not even anticipate. There
can be no assurance that we will achieve our expectations and
we do not assume responsibility for the accuracy and
completeness of the forward-looking statements. Future events
and actual results, financial and otherwise, may differ
materially from the results discussed in the forward-looking
statements as a result of many factors, including the risk
factors described in the risk factor section of our reports
filed with the SEC. Other unknown or unpredictable factors
could also have material adverse effects on future results,
performance or achievements of the Company.
For additional information regarding these and other factors,
see the Companys filings with the SEC, including its most
recent Annual Report on Form10-K, which filings are available
upon request from the SEC or at www.meadjohnson.com. All
forward-looking statements included in this report are based
upon information available to the Company as of the date of the
report, and we assume no obligation to update or revise any
such forward-looking statements except as required by law.
Item 9.01.Financial Statements and
Exhibits.
(d) Exhibits
|
99.1 |
Press Release of Mead Johnson Nutrition Company, dated |
About MEAD JOHNSON NUTRITION COMPANY (NYSE:MJN)
Mead Johnson Nutrition Company (Mead Johnson) is a pediatric nutrition company. The Company manufactures, distributes and sells infant formulas, children’s nutrition and other nutritional products. The Company operates through three segments: Asia, North America/Europe and Latin America. Its product portfolio includes routine and specialty infant formulas, children’s milks and milk modifiers, dietary supplements for pregnant and breastfeeding mothers, pediatric vitamins, and products for pediatric metabolic disorders. The Company’s Enfa family of brands, including Enfamil infant formula, is a brand franchise in pediatric nutrition. Its product portfolio addresses a range of nutritional needs for infants, children, and expectant and nursing mothers. The Company markets its portfolio of approximately 70 products to mothers, healthcare professionals and retailers in over 50 countries in Asia, North America, Latin America and Europe. MEAD JOHNSON NUTRITION COMPANY (NYSE:MJN) Recent Trading Information
MEAD JOHNSON NUTRITION COMPANY (NYSE:MJN) closed its last trading session up +0.07 at 89.42 with 2,099,949 shares trading hands.