Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The Special Meeting was held for the purpose of considering and voting upon the
following matters: (1) a proposal to adopt the Agreement and Plan of Merger,
dated as of
Adoption of the Merger Agreement Proposal required the affirmative vote of the holders of (i) at least a majority of the shares of CBMG Common Stock outstanding at the close of business on the record date, and (ii) at least a majority of the shares of CBMG Common Stock outstanding at the close of business on the record date excluding the outstanding shares of CBMG Common Stock owned of record or beneficially by the Participants (as such term is defined in the Company's Definitive Proxy Statement) and their respective affiliates.
Adoption of the Adjournment Proposal and the Advisory Compensation Proposal required the affirmative vote of the holders of a majority of the shares of CBMG Common Stock outstanding at the close of business on the record date that are present in person or represented by proxy at the Special Meeting.
The following is a tabulation of the voting on the proposals presented at the Special Meeting:
The Merger Agreement Proposal
Vote of the total number of shares entitled to vote on the Merger Agreement Proposal: FOR AGAINST ABSTAIN BROKER NON-VOTE 16,527,088 5,189 159,846 0
Vote of the total number of shares entitled to vote on the Merger Agreement Proposal, excluding the shares of owned of record or beneficially by the Participants and their respective affiliates:
FOR AGAINST ABSTAIN BROKER NON-VOTE 6,189,155 5,189 159,846 0
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The Adjournment Proposal
A vote was not taken on the Adjournment Proposal.
The Advisory Compensation Proposal
FOR AGAINST ABSTAIN BROKER NON-VOTE 14,643,107 438,191 1,610,825 0
Item 7.01. Regulation FD Disclosure.
On
The information furnished under this Item 7.01, including Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or subject to the liabilities of that section. The
information shall not be deemed incorporated by reference into any other filing
with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release datedFebruary 8, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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