Item 5.07. Submission of Matters to a Vote of Security Holders.
Fibrocell Science, Inc. (the "Company") held a special meeting of stockholders
on December 10, 2019 (the "special meeting"). At the special meeting, the
Company's stockholders approved the two proposals described below. Stockholder
action on a third proposal, to approve one or more adjournments of the special
meeting, if necessary or appropriate, to solicit additional proxies if there are
not sufficient votes to approve proposal 1, was not required and no vote was
taken on that proposal.
The final voting results with respect to each proposal voted upon at the special
meeting are set forth below.
Proposal 1
The Company's stockholders adopted the Agreement and Plan of Merger, dated as of
September 12, 2019 (the "Merger Agreement"), by and among the Company, Castle
Creek Pharmaceutical Holdings, Inc., a Delaware corporation ("Castle Creek") and
Castle Creek Merger Corp., a Delaware corporation and a wholly-owned subsidiary
of Castle Creek ("Merger Sub"), as it may be amended from time to time, pursuant
to which Merger Sub will merge with and into the Company, with the Company
surviving the Merger as a wholly-owned subsidiary of Castle Creek (the
"Merger"), and holders of common stock, par value $0.001 per share, of the
Company ("Common Stock") will be entitled to receive $3.00 in cash, without
interest and less any applicable withholding taxes, for each share of Common
Stock that they own immediately prior to the effective time of the Merger, as
set forth below:
For Against Abstentions Broker Non-Votes
6,980,096 35,825 7,228 0
Proposal 2
The Company's stockholders approved, on a non-binding, advisory basis, the
compensation that will or may become payable to the Company's named executive
officers in connection with the Merger, as set forth below:
For Against Abstentions Broker Non-Votes
6,884,515 93,610 45,024
0
© Edgar Online, source Glimpses