SteadyMed Ltd. (NASDAQ:STDY) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
On July30, 2018, SteadyMed Ltd. (the “Company”) held an extraordinary general meeting of its shareholders (the “Meeting”). The required quorum was present. The following is a summary of the proposals and the voting results from the Meeting. A complete description of each matter is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June25, 2018, as supplemented by the definitive additional materials filed with the Securities and Exchange Commission on June29, 2018 and July16, 2018 (together, the “Proxy Statement”).
Proposal 1 — Approval of the Agreement and Plan of Merger and the Merger. The Company’s shareholders approved the Agreement and Plan of Merger, dated as of April29, 2018, by and among the Company, United Therapeutics Corporation, and Daniel 24043 Acquisition Corp. Ltd. (the “Merger Agreement”), the terms of the merger contemplated thereby, and all other documents, agreements and transactions contemplated under or related thereto, including the Contingent Value Rights Agreement attached thereto and the warrant amendments between Messrs.Brian J. Stark, Keith Bank, Ron Ginor, each a director of the Company, and/or their affiliates, and the Company. The voting results are as follows:
|
For |
Against |
Abstain |
|
20,917,435 |
62,240 |
1,286 |
As required by the Israeli Companies Law, this proposal received a majority of the votes of the shareholders, excluding abstentions, present at the Meeting in person or by proxy (i) who are not United Therapeutics Corporation or Daniel 24043 Acquisition Corp. Ltd. (or any other person who holds 25% or more of the means of control of Daniel 24043 Acquisition Corp.) or anyone acting on their behalf (including relatives or corporations controlled by such persons) and (ii)who do not have a “Personal Interest” (as described in the Proxy Statement) in Proposal 1.
Proposal 2 — Golden Parachute Payments. The Company’s shareholders approved, on a non-binding, advisory basis, certain compensation that will be paid or may become payable to the Company’s named executive officers in connection with the transactions contemplated by the Merger Agreement and ancillary agreements. The voting results are as follows:
|
For |
Against |
Abstain |
|
17,905,155 |
2,585,741 |
490,065 |