Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously reported, on June 16, 2020, Progenics Pharmaceuticals, Inc. (the
"Company") held a special meeting of its stockholders (the "Special Meeting").
Set forth below is a summary of the final voting results on the proposals
considered and voted upon at the Special Meeting. For more information about
these proposals, see the Company's definitive proxy statement filed with the
Securities and Exchange Commission (the "SEC") on March 19, 2020 and the
supplement thereto filed on May 14, 2020.
As of May 12, 2020, the record date for the Special Meeting, 86,596,633 shares
of the Company's common stock were issued and outstanding. At the Special
Meeting, a total of 65,668,885 shares of the Company's common stock,
representing approximately 76% of the shares issued and outstanding on the
record date, were present in person or by proxy, constituting a quorum to
conduct business.
Adoption of the Merger Agreement
At the Special Meeting, the Company's stockholders voted to adopt the Amended
and Restated Agreement and Plan of Merger, dated as of February 20, 2020 (the
"Merger Agreement"), by and among the Company, Lantheus Holdings, Inc., a
Delaware Corporation ("Lantheus Holdings") and Plato Merger Sub, Inc., a
Delaware corporation and wholly-owned subsidiary of Lantheus Holdings ("Merger
Sub"), pursuant to which Merger Sub will be merged with and into the Company
(the "Merger"), with the Company surviving the Merger as a wholly-owned
subsidiary of Lantheus Holdings. Set forth below is the result of the
stockholder vote on this proposal:
Votes For Votes Against Abstentions Broker Non-Votes
65,144,436 387,315 137,134 0
Advisory Vote to Approve Executive Compensation
At the Special Meeting, the Company's stockholders voted to approve, on an
advisory (non-binding)basis, the compensation that will or may be paid or
provided by the Company to its named executive officers in connection with the
Merger. Set forth below is the result of the stockholder vote on this proposal:
Votes For Votes Against Abstentions Broker Non-Votes
63,554,956 1,393,485 720,444 0
Adjournment Proposal
It was determined at the Special Meeting that sufficient votes had been obtained
to approve the proposal to adopt the Merger Agreement and that it was not
necessary to adjourn or postpone the Special Meeting to solicit additional
proxies.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses