Item 5.07 Submission of Matters to a Vote of Security Holders.
OnJune 22, 2021 ,Kindred Biosciences, Inc. ("KindredBio") held its Annual Meeting of Stockholders (the "2021 Annual Meeting"). As of the record date of the 2021 Annual Meeting, there were 45,273,504 shares of KindredBio's common stock issued and outstanding. At the 2021 Annual Meeting, 35,864,203 shares of common stock were present in person or represented by proxy. At the 2021 Annual Meeting, KindredBio's stockholders voted on the three proposals set forth below, each of which is described in detail in the 2021 Proxy Statement. The number of votes for and against each proposal and the number of abstentions and broker non-votes with respect to each proposal are set forth below. 1. KindredBio's stockholders electedRaymond Townsend , Pharm.D. and Ervin Veszprémi as Class II directors to serve until the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified. Votes For Votes Against Abstentions Broker Non-Votes Raymond Townsend, 18,502,080 11,420,497 200,213 5,741,413 Pharm.D. Ervin Veszprémi 15,989,773 13,931,035 201,982 5,741,413
2. KindredBio's stockholders approved the proposal to approve, on an advisory basis, the compensation of KindredBio's named executive officers.
Votes For Votes Against Abstentions Broker Non-Votes 28,962,834 1,080,353 79,603 5,741,413
3. KindredBio's stockholders approved the proposal to ratify the appointment of
Votes For Votes Against Abstentions Broker Non-Votes 35,655,776 195,103 13,324 0 Important Information for Investors and Stockholders This communication does not constitute a solicitation of any vote or approval in connection with the proposed acquisition of KindredBio by Elanco Animal Health Incorporated ("Elanco" and such proposed acquisition, the "Merger"). KindredBio intends to file with theSEC and mail to its stockholders a definitive proxy statement in connection with the proposed Merger. BEFORE MAKING ANY VOTING DECISION, KINDREDBIO'S STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KINDREDBIO AND THE PROPOSED MERGER. The proposals for the Merger will be made solely through the proxy statement. Investors and stockholders may obtain copies of the proxy statement and other documents filed with theSEC by KindredBio (when they became available) free of charge from theSEC's website at www.sec.gov or by accessing KindredBio's website at www.kindredbio.com. In addition, a copy of the proxy statement (when it becomes available) may be obtained free of charge from Investor Relations atKindred Biosciences, Inc. ,1555 Bayshore Highway , Suite 200,Burlingame, CA 94010. Copies of the documents filed with theSEC by Elanco (when they become available) may be obtained free of charge from theSEC's website at www.sec.gov or by accessing Elanco's website at www.elanco.com.
Participants in the Merger Solicitation
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Elanco, KindredBio, and certain of their directors, executive officers and employees may be considered participants in the solicitation of proxies from KindredBio's stockholders with respect to the proposed transactions. Information regarding the persons who may, under theSEC rules, be deemed participants in the solicitation of KindredBio's stockholders in connection with the proposed Merger and a description of their direct and indirect interests therein, by security holdings or otherwise, will be set forth in the definitive proxy statement that KindredBio intends to file with theSEC when it becomes available. Information about Elanco's directors and executive officers is set forth in Elanco's definitive proxy statement for its 2021 Annual Meeting of Shareholders, which was filed with theSEC onMarch 25, 2021 . Information about KindredBio's directors and executive officers is set forth in KindredBio's definitive proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with theSEC onApril 29, 2021 . These documents may be obtained as indicated above.
Cautionary Statement Regarding Forward-Looking Statements
Statements included in this communication that are not a description of historical facts are forward-looking statements. Words or phrases such as "believe," "may," "could," "will," "estimate," "continue," "anticipate," "intend," "seek," "plan," "expect," "should," "would" or similar expressions are intended to identify forward-looking statements, and are based on our current beliefs and expectations. These forward-looking statements include, without limitation, statements regarding the proposed acquisition of KindredBio, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined businesses and any other statements regarding events or developments that Elanco believes or anticipates will or may occur in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements. These factors include risks and uncertainties related to, among other things: uncertainties as to the timing of the Merger; the possibility that competing acquisition proposals will be made; the inability to complete the Merger due to the failure to obtain KindredBio's stockholder adoption of the Merger Agreement or the failure to satisfy other conditions to completion of the Merger, including required regulatory approvals; the failure of the transaction to close for any other reason; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, customers, vendors and other business partners; the risk that stockholder litigation in connection with the Merger may result in significant costs of defense, indemnification and liability; diversion of management's attention from ongoing business concerns and other risks and uncertainties that may affect future results of the combined company, including the risks described in the section entitled "Risk Factors" in Elanco's and KindredBio's Annual Reports on Form 10-K for the year endedDecember 31, 2020 and Quarterly Reports on Form 10-Q for the quarter endedMarch 31, 2021 . All forward-looking statements are qualified in their entirety by this cautionary statement and neither Elanco nor KindredBio undertake any obligation to revise or update this communication to reflect events or circumstances after the date hereof, except as required by law. Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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