Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 31, 2022, Signify Health, Inc. (the "Company") held a virtual special
meeting of its stockholders (the "Special Meeting") to vote on the proposals
identified in the definitive proxy statement of the Company prepared in
connection with the Merger Agreement (as defined below) filed with the U.S.
Securities and Exchange Commission (the "SEC") on September 30, 2022, which was
first mailed to the Company's stockholders on September 30, 2022.
As of the close of business on September 26, 2022, the record date for the
stockholders entitled to vote at the Special Meeting, there were a total of
235,752,184 shares of Class A Common Stock of the Company, par value $0.01 per
share ("Class A Common Stock") and Class B common stock of the Company, par
value $0.01 per share ("Class B Common Stock" and together with Class A Common
Stock, "Company Stock"), outstanding, each of which was entitled to one vote for
each proposal at the Special Meeting. At the Special Meeting, a total of
204,733,545 shares of Company Stock, representing approximately 86.84% of the
total shares of Company Stock issued and outstanding and entitled to vote, were
present or represented by proxy, constituting a quorum to conduct business.
Proposal 1: Proposal to adopt the Agreement and Plan of Merger, dated
September 2, 2022 (such agreement, as it may be amended, modified or
supplemented from time to time, the "Merger Agreement"), by and among the
Company, CVS Pharmacy, Inc. ("CVS"), and Noah Merger Sub, Inc., a wholly owned
subsidiary of CVS ("Merger Subsidiary").
Set forth below are the voting results for the proposal to approve the adoption
of the Merger Agreement, which was adopted by the Company's stockholders:
Votes Cast For Votes Cast Against Abstentions
204,032,879 4,824 695,842
Proposal 2: Proposal to adjourn the Special Meeting to a later date or dates, if
necessary or appropriate, including to solicit additional proxies if there are
insufficient votes to adopt the Merger Agreement at the time of the Special
Meeting.
Set forth below are the voting results for the proposal to adjourn the Special
Meeting, which proposal was approved by the Company's stockholders:
Votes Cast For Votes Cast Against Abstentions
201,790,863 2,052,967 889,715
Adjournment of the Special Meeting was deemed not necessary because there were
sufficient votes at the time of the Special Meeting to approve the adoption of
the Merger Agreement.
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