Current Report Filing (8-k)
23 September 2016 - 4:58AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
September 22, 2016
IMS Health
Holdings, Inc.
(Exact name of registrant as specified in charter)
|
|
|
|
|
Delaware
|
|
001-36381
|
|
27-1335689
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.)
|
83 Wooster Heights Road
Danbury, CT 06810
(Address of principal executive offices, including zip code)
(203) 448-4600
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 22, 2016, IMS Health Holdings, Inc. (IMS Health) held a special meeting of stockholders (the IMS Health
Special Meeting) at which holders of IMS Health common stock, par value $0.01 per share, approved each of the proposals relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of May 3, 2016, as it may be
amended from time to time (the Merger Agreement), by and between Quintiles Transnational Holdings Inc. (Quintiles) and IMS Health. Final voting results are presented below.
Proposal 1: The proposal to adopt the Merger Agreement:
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
|
|
|
320,284,444
|
|
18,232
|
|
808,519
|
|
N/A
|
Proposal 2: The proposal to approve the elimination of the supermajority voting requirement to amend certain provisions of the
Delaware certificate of incorporation of Quintiles as the surviving corporation in the merger:
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
|
|
|
320,364,106
|
|
33,339
|
|
713,750
|
|
N/A
|
Proposal 3: The proposal to approve the number of authorized shares contained in the Delaware certificate of incorporation of
Quintiles as the surviving corporation in the merger:
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
|
|
|
320,236,456
|
|
84,430
|
|
790,309
|
|
N/A
|
Proposal 4: The proposal to approve, on an advisory (non-binding) basis, specific compensatory arrangements between IMS Health
and its name executive officers as they relate to the merger:
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
|
|
|
316,305,956
|
|
4,098,044
|
|
707,195
|
|
N/A
|
Proposal 5: The proposal to adjourn the IMS Health Special meeting was not necessary or appropriate because there were
sufficient votes at the time of the special meeting to approve Proposals 1 through 3, above.
Item 8.01. Other Events.
Mandatory Pre-Closing Merger Reviews by Regulators Completed
As described in the definitive joint proxy statement/prospectus filed with the SEC by each of Quintiles and IMS Health on August 16, 2016,
Quintiles and IMS Health were required to file notifications to various competition authorities prior to completing the merger. At this time, in response to those filings, all mandatory pre-merger waiting periods have expired and all mandatory
pre-merger clearances have been received. IMS Health now expects to close the merger on or about October 3, 2016, subject to customary closing conditions.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
IMS Health Holdings, Inc.
|
|
|
By:
|
|
/s/ Ronald E. Bruehlman
|
Name:
|
|
Ronald E. Bruehlman
|
Title:
|
|
Senior Vice President & Chief Financial Officer
|
Date: September 22, 2016
IMS HEALTH HOLDINGS, INC. (NYSE:IMS)
Historical Stock Chart
From May 2024 to Jun 2024
IMS HEALTH HOLDINGS, INC. (NYSE:IMS)
Historical Stock Chart
From Jun 2023 to Jun 2024
Real-Time news about Ims Health Holdings, Inc. (New York Stock Exchange): 0 recent articles
More Ims Health Holdings, Inc. News Articles