UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On October 31, 2022, Signify Health, Inc. (the “Company”) held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement of the Company prepared in connection with the Merger Agreement (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 30, 2022, which was first mailed to the Company’s stockholders on September 30, 2022.
As of the close of business on September 26, 2022, the record date for the stockholders entitled to vote at the Special Meeting, there were a total of 235,752,184 shares of Class A Common Stock of the Company, par value $0.01 per share (“Class A Common Stock”) and Class B common stock of the Company, par value $0.01 per share (“Class B Common Stock” and together with Class A Common Stock, “Company Stock”), outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 204,733,545 shares of Company Stock, representing approximately 86.84% of the total shares of Company Stock issued and outstanding and entitled to vote, were present or represented by proxy, constituting a quorum to conduct business.
Proposal 1: Proposal to adopt the Agreement and Plan of Merger, dated September 2, 2022 (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among the Company, CVS Pharmacy, Inc. (“CVS”), and Noah Merger Sub, Inc., a wholly owned subsidiary of CVS (“Merger Subsidiary”).
Set forth below are the voting results for the proposal to approve the adoption of the Merger Agreement, which was adopted by the Company’s stockholders:
| Votes Cast For |
Votes Cast Against |
Abstentions | ||
| 204,032,879 | 4,824 | 695,842 |
Proposal 2: Proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
Set forth below are the voting results for the proposal to adjourn the Special Meeting, which proposal was approved by the Company’s stockholders:
| Votes Cast For |
Votes Cast Against |
Abstentions | ||
| 201,790,863 | 2,052,967 | 889,715 |
Adjournment of the Special Meeting was deemed not necessary because there were sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement.
SIGNATURES
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.
| Signify Health, Inc. | ||||||
| Date: November 1, 2022 | By: | /s/ Steve Senneff | ||||
| Steve Senneff | ||||||
| President and Chief Financial & Administrative Officer | ||||||