Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On January 19, 2021, Eidos Therapeutics, Inc. (“Eidos”) held a special meeting of holders of shares of Eidos common stock (the “Special Meeting”). Eidos filed its Definitive Proxy Statement for the proposals voted upon at the Special Meeting with the Securities and Exchange Commission (the “SEC”) on December 15, 2020 (the “Definitive Proxy Statement”), which was supplemented by the Form 8-K filed by Eidos with the SEC on January 12, 2021.
As of the close of business on December 8, 2020, the record date for the Special Meeting, there were 38,872,893 shares of Eidos common stock issued and outstanding and entitled to vote at the Special Meeting. A quorum of 36,241,288 shares of Eidos common stock was present or represented by proxy at the Special Meeting (representing approximately 93.2% of the shares entitled to vote at the Special Meeting). The number of votes cast for, against or withheld, as well as abstentions, with respect to each proposal is set out below (there were no broker non-votes at the Special Meeting):
1. Proposal to adopt the Agreement and Plan of Merger, dated as of October 5, 2020, by and among Eidos, BridgeBio Pharma, Inc. (“BridgeBio”), Globe Merger Sub I, Inc. (“Merger Sub I”) and Globe Merger Sub II, Inc. (“Merger Sub II”) and approve the mergers and other transactions contemplated thereby:
The voting results of the holders representing a majority of the aggregate voting power of the shares of Eidos common stock outstanding and entitled to vote thereon are as follows:
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For
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Against
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Abstain
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36,205,106
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16,345
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19,837
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The voting results of a majority of the shares of Eidos common stock held by stockholders other than (A) BridgeBio and its affiliates (including Merger Sub I and Merger Sub II), (B) any director or officer of BridgeBio or its affiliates (including Merger Sub I and Merger Sub II) and (C) any director or officer of Eidos (other than members of the Eidos special committee) (the “Minority Stockholder Approval”) (13,534,609 outstanding shares of Eidos common stock entitled to vote) are as follows:
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For
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Against
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Abstain
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10,866,822
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16,345
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19,837
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The voting results of Eidos’ outstanding voting shares not currently owned by BridgeBio or its affiliates or associates (as such terms are defined in Section 203 of the Delaware General Corporation Law (the “DGCL”) (together with the Minority Stockholder Approval, the “Unaffiliated Stockholder Approvals”) (13,534,609 outstanding shares of Eidos common stock entitled to vote) are as follows:
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For
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Against
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Abstain
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10,866,822
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16,345
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19,837
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The proposal to adopt the Merger Agreement was approved, receiving the affirmative vote of approximately 93.1% of the shares of Eidos common stock outstanding and entitled to vote at the Special Meeting (representing approximately 99.9% of Eidos common stock present or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting) and 80.3% of shares of Eidos common stock outstanding and entitled to vote for the purposes of the Unaffiliated Stockholder Approvals.
2. Proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to the named executive officers of Eidos in connection with the consummation of the mergers and other transactions contemplated by the Merger Agreement.
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For
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Against
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Abstain
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36,127,709
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85,312
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28,267
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The proposal to approve, on a nonbinding, advisory basis, the compensation that will or may become payable to the named executive officers of Eidos in connection with the consummation of the mergers and other transactions contemplated by the Merger Agreement was approved, receiving the affirmative vote of approximately 99.7% of the shares of Eidos common stock present or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting.