On February 16, 2024, Cerevel Therapeutics Holdings, Inc., a Delaware corporation (“Cerevel” or the “Company”), held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement prepared in connection with the Merger Agreement (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 18, 2024, which was first mailed to the Cerevel stockholders on January 18, 2024.
As of the close of business on January 8, 2024, the record date for the Special Meeting, there were 181,427,590 shares of common stock, par value $0.0001 per share, of Cerevel (“Cerevel Common Stock”) issued and outstanding and entitled to vote at the Special Meeting. 93.1% of all of the shares of issued and outstanding Cerevel Common Stock entitled to vote were present in person (virtually) or represented by proxy at the Special Meeting and thus a quorum was present. The tables below detail the final voting results for each proposal:
| 1. | Proposal No. 1 - The Merger Proposal: To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of December 6, 2023, by and among AbbVie Inc., a Delaware corporation (“AbbVie”), Symphony Harlan LLC, a Delaware limited liability company and a wholly owned subsidiary of AbbVie (“Intermediate Holdco”), Symphony Harlan Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Intermediate Holdco (“Merger Sub”), and Cerevel, pursuant to which Merger Sub will be merged with and into Cerevel, with Cerevel surviving as a wholly owned subsidiary of AbbVie (the “Merger” and such proposal, the “Merger Proposal”). |
The Merger Proposal was approved by the requisite vote of Cerevel’s stockholders.
| | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
|---|
| 168,829,974 | | 2,351 | | 69,139 | | — |
| 2. | Proposal No. 2 - The Merger Compensation Proposal: To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Cerevel’s named executive officers that is based on or otherwise relates to the Merger (the “Merger Compensation Proposal”). |
The Merger Compensation Proposal was approved by the requisite vote of Cerevel’s stockholders.
| | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
|---|
| 128,428,961 | | 40,275,201 | | 197,302 | | — |
| 3. | Proposal No. 3 - The Adjournment Proposal: To approve the adjournment of the Special Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes in person or by proxy to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”). |
The Adjournment Proposal was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Merger Proposal.
