AERIE PHARMACEUTICALS, INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of
Set forth below are the matters acted upon by the Company's stockholders at the Special Meeting, each of which was approved, as well as the final voting results of each such matter.
1. The proposal to adopt and approve the Merger Agreement (the "Merger Agreement
Proposal"):
Votes For Votes Against Votes Abstained 32,912,387 238,713 6,318
Approval of the Merger Agreement Proposal required the affirmative vote of the holders of a majority of the shares of Common Stock that were issued and outstanding as of the close of business on the Record Date.
2. The proposal to approve, on an advisory (non-binding) basis, the compensation
that will or may be paid or become payable to the Company's named executive
officers that is based on or otherwise relates to the Merger Agreement and the
transactions contemplated by the Merger Agreement (the "Compensation
Proposal"):
Votes For Votes Against Votes Abstained
18,380,470 14,706,202 70,746
Approval of the Compensation Proposal required the affirmative vote of a majority of the votes properly cast for and against the Compensation Proposal.
3. The proposal to approve the adjournment of the Special Meeting to a later date
or dates, if necessary or appropriate, including to solicit additional proxies
to approve the Merger Agreement Proposal if there are insufficient votes to
approve the Merger Agreement Proposal at the time of the Special Meeting (the
"Adjournment Proposal"):
Votes For Votes Against Votes Abstained
31,215,947 1,918,300 23,171
The Adjournment Proposal was deemed not necessary because there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.
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Cautionary Statement Regarding Forward-Looking Statements
This communication and any documents referred to in this communication contain
certain forward-looking statements within the meaning of the federal securities
laws with respect to the proposed transaction between Parent and the Company,
including, but not limited to, statements regarding the expected benefits of the
proposed transaction and the anticipated timing of the proposed transaction,
strategies, objectives, and the products and markets of each company. These
forward-looking statements generally are identified by the words "believe,"
"predict," "target," "contemplate," "potential," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "could," "will be," "will continue," "will
likely result," and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this communication, including
but not limited to: (i) the risk that the proposed transaction may not be
completed in a timely manner or at all, (ii) the failure to satisfy the
conditions to the consummation of the proposed transaction, including the
receipt of certain governmental and regulatory approvals, (iii) the occurrence
of any event, change or other circumstance that could give rise to the
termination of the Merger Agreement, (iv) the effect of the announcement or
pendency of the proposed transaction on the Company's business relationships,
operating results, and business generally, (v) risks that the proposed
transaction disrupts current plans and operations of the Company or Parent and
potential difficulties in Company employee retention as a result of the proposed
transaction, (vi) risks related to diverting management's attention from the
Company's ongoing business operations, and (vii) the outcome of any legal
proceedings that have been, or may be, instituted against Parent or against the
Company related to the Merger Agreement or the proposed transaction. The risks
and uncertainties may be amplified by economic, market, business or geopolitical
conditions or competition, or changes in such conditions, negatively affecting
the Company's business, operations and financial performance. The foregoing list
of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties that affect the Company's business
as described in the "Risk Factors" section of the Company's Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by from time
to time with the
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