| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 2, 2023, Chinook Therapeutics, Inc., a Delaware corporation (“Chinook” or the “Company”) held a special meeting of its stockholders (the “Special Meeting”) to vote on proposals identified in the Company’s definitive proxy statement (the “Definitive Proxy Statement”) prepared in connection with the previously announced Merger (as defined below), which was filed with the U.S. Securities and Exchange Commission on July 10, 2023 and first mailed to Chinook’s stockholders on July 10, 2023.
At the close of business on July 3, 2023, the record date for the Special Meeting, there were 67,049,489 shares of Chinook common stock outstanding, each of which was entitled to one (1) vote for each proposal at the Special Meeting. At the Special Meeting, a total of 56,014,741 shares of Chinook common stock, representing approximately 83.54% of the shares of Chinook common stock issued and outstanding and entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the Company’s stockholders voted on a proposal to adopt the Agreement and Plan of Merger, dated as of June 11, 2023 (the “Merger Agreement”), by and among Chinook, Novartis AG, a company organized under the laws of Switzerland (“Parent” or “Novartis”), and Cherry Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Novartis (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Chinook, with Chinook surviving as an indirect wholly owned subsidiary of Novartis (the “Merger,” and such proposal, the “Merger Agreement Proposal”). The Merger Agreement Proposal is described in detail in the Company’s Definitive Proxy Statement. The final results for the votes regarding the Merger Agreement Proposal are set forth below. There were no recorded broker non-votes.
The following votes were cast at the Special Meeting (in person or by proxy) and the Merger Agreement Proposal was approved:
| | | | |
Votes For | | Votes
Against | | Abstentions |
| 55,926,825 | | 9,099 | | 78,817 |
Also at the Special Meeting, the Company’s stockholders voted on a proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “NEO Compensation Proposal”). The NEO Compensation Proposal is described in detail in the Definitive Proxy Statement. The final results for the votes regarding the NEO Compensation Proposal are set forth below. There were no recorded broker non-votes.
The following votes were cast at the Special Meeting (in person or by proxy) and the NEO Compensation Proposal was approved:
| | | | |
Votes For | | Votes
Against | | Abstentions |
| 31,494,217 | | 22,485,538 | | 2,034,986 |
The proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve the Merger Agreement Proposal, was not voted upon at the Special Meeting since there were sufficient votes to approve the Merger Agreement Proposal.
