Item 5.07. Submission of Matters to a Vote of Security Holders.
On
As of
At the Special Meeting, the following proposals were considered:
(1) the proposal to approve the Merger Agreement;
(2) the proposal to adjourn the Special Meeting, if necessary or appropriate, to
solicit additional proxies in favor of the proposal to approve the Merger Agreement if there are not sufficient votes at the time of such adjournment to approve the Merger Agreement; and
(3) the proposal to approve, on a non-binding, advisory basis, certain
compensation that will or may be paid or become payable to Hillrom's named executive officers that is based on or otherwise relates to the Merger.
The first and second proposals were approved by the requisite vote of Hillrom's
shareholders, and the third non-binding, advisory proposal was not approved by
the requisite vote of Hillrom's shareholders. The final voting results for each
proposal are described below. For more information on each of these proposals,
see Hillrom's definitive proxy statement filed with the
1. Proposal to approve the Merger Agreement:
For Against Abstain 45,996,646 140,767 128,235
2. Proposal to adjourn the Special Meeting, if necessary or appropriate, to
solicit additional proxies in favor of the proposal to approve the Merger Agreement if there are not sufficient votes at the time of such adjournment to approve the Merger Agreement: For Against Abstain
42,558,136 3,528,953 178,559
3. Proposal to approve, on a non-binding, advisory basis, certain compensation
that will or may be paid or become payable to Hillrom's named executive officers that is based on or otherwise relates to the Merger: For Against Abstain 9,324,727 36,279,832 661,089
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No other proposals were submitted to a vote of Hillrom's shareholders at the Special Meeting.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 The Press Release, datedDecember 2, 2021 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Disclosure Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, as amended. Statements
concerning general economic conditions, our financial condition, results of
operations, cash flows and business and our expectations or beliefs concerning
future events, including the demand for our products, the ability to operate our
manufacturing sites at full capacity, future supplies of raw materials for our
operations, product launches, share repurchases, international market
conditions, expectations regarding our liquidity, our capital spending, plans
for future acquisitions and divestitures, and our operating plans; and any
statements using phases such as we or our management "expects," "anticipates,"
"believes," "estimates," "intends," "plans to," "ought," "could," "will,"
"should," "likely," "appears," "projects," "forecasts," "outlook" or other
similar words or phrases are forward-looking statements that involve certain
factors, risks and uncertainties that could cause Hillrom's actual results to
differ materially from those anticipated. Such factors, risks and uncertainties
include: (1) the future impact of the COVID-19 pandemic on Hillrom's business,
including but not limited to, the impact on its workforce, operations, supply
chain, demand for products and services, and Hillrom's financial results and
condition; (2) Hillrom's ability to successfully manage the challenges
associated with the COVID-19 pandemic; (3) increasing regulatory focus on
privacy and data security issues; (4) breaches or failures of Hillrom's
information technology systems or products, including by cyberattack,
unauthorized access or theft; (5) failures with respect to compliance programs;
(6) Hillrom's ability to achieve expected synergies from acquisitions; (7) risks
associated with integrating recent acquisitions; (8) global economic conditions;
(9) demand for and delays in delivery of Hillrom's products; (10) Hillrom's
ability to develop, commercialize and deploy new products; (11) changes in
regulatory environments; (12) the effect of adverse publicity; (13) the impact
of competitive products and pricing; (14) Hillrom's ability to maintain or
increase margins; (15) the potential loss of key distributors or key personnel;
(16) the impact of the Affordable Health Care for America Act (including excise
taxes on medical devices) and any applicable healthcare reforms (including
changes to Medicare and Medicaid), and/or changes in third-party reimbursement
levels; (17) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement between the parties
to the proposed transaction; (18) the failure to obtain certain required
regulatory approvals or the failure to satisfy any of the other closing
conditions to the completion of the proposed transaction within the expected
timeframes or at all; (19) risks related to disruption of management's attention
from Hillrom's ongoing business operations due to the transaction; (20) the
effect of the announcement of the transaction on the ability of Hillrom to
retain and hire key personnel and maintain relationships with its customers,
suppliers and others with whom it does business, or on its operating results and
business generally; (21) the ability to meet expectations regarding the timing
and completion of the transaction; (22) uncertainty regarding actual or
potential legal proceedings; (23) risks associated with transaction-related
litigation; and (24) the other risks listed from time to time in Hillrom's
filings with the
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