Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At a special meeting of stockholders of Oak Street Health, Inc. (the “Company” or “Oak Street Health”) held on April 28, 2023 (the “Special Meeting”), the Company’s stockholders voted to approve the pending acquisition of the Company by a wholly owned subsidiary of CVS Health Corporation (NYSE: CVS) (“CVS Health”), as described in the Company’s proxy statement for the Special Meeting filed with the U.S. Securities and Exchange Commission on March 30, 2023 (the “Proxy Statement”).
At the Special Meeting, the stockholders of Oak Street Health voted on the proposals listed below, which are described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below. There were no recorded broker non-votes.
Proposal 1: The Merger Proposal
To adopt the Agreement and Plan of Merger, dated as of February 7, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, CVS Pharmacy, Inc., a Rhode Island Corporation (“Parent”), Halo Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and, solely for the limited purposes set forth in the Merger Agreement, CVS Health. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).
The following votes were cast at the Special Meeting (in person or by proxy) and Proposal 1 was approved:
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Votes For |
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Votes Against |
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Abstentions |
200,861,872 |
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158,293 |
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920,620 |
Proposal 2: The Compensation Proposal
To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of Oak Street Health in connection with the Merger.
The following advisory votes were cast at the Special Meeting (in person or by proxy) and Proposal 2 was approved:
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Votes For |
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Votes Against |
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Abstentions |
195,178,067 |
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5,257,799 |
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1,504,919 |
The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, was not voted upon at the Special Meeting as there were sufficient votes to approve Proposal 1.
Cautionary Statement Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Oak Street Health. This Current Report on Form 8-K contains forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding Oak Street Health’s expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Statements in this Current Report on Form 8-K that are forward looking may include, but are not limited to, statements regarding the expected timing of the closing of the proposed acquisition and other transactions contemplated by the Merger Agreement. By their nature, all forward-looking statements are not guarantees of future performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Such risks and uncertainties include, but are not limited to: the occurrence
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