Item 5.07 Submission of Matters to a Vote of Security Holders.
Impax Laboratories, Inc. (the “Company”) held a special meeting of Impax stockholders (the “Special Meeting”) on March 27, 2018. On February 9, 2018, the record date for stockholders entitled to notice of, and to vote at, the Special Meeting, 74,051,651 common shares of the Company were issued and outstanding. The holders of 52,408,039 common shares of the Company were present at the Special Meeting, either in person or represented by proxy, constituting a quorum.
The certified results of the matters voted upon at the Special Meeting, which are more fully described in the Company’s definitive proxy statement, filed with the United States Securities and Exchange Commission (the “SEC”) on February 12, 2018, are as follows:
Proposal 1. Approval of the Business Combination Agreement
Approval of the Business Combination Agreement (the “BCA”), dated as of October 17, 2017, among the Company, Amneal Pharmaceuticals LLC (“Amneal”), Atlas Holdings, Inc., a direct wholly owned subsidiary of the company (“Holdco”) and K2 Merger Sub Corporation, a direct wholly owned subsidiary of Holdco (“Merger Sub”), as amended on November 21, 2017 and December 16, 2017, and the transactions contemplated thereby (the “Combination”), which we refer to as the combination proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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51,784,827
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96,770
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526,441
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0
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The combination proposal was approved.
Proposal 2. Advisory Vote on Executive Compensation
Approval, on a non-binding, advisory basis, of the compensation that may be paid or become payable to the named executive officers of the Company relating to the Combination as contemplated by the BCA, which we refer to as the compensation proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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50,489,803
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1,171,722
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746,514
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0
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The compensation proposal was approved on an advisory (non-binding) basis.
Proposal 3. Atlas Holdings, Inc. 2018 Incentive Award Plan
Approval and adoption of the Atlas Holdings, Inc. 2018 Incentive Award Plan, which we refer to as the 2018 plan proposal.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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50,418,402
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1,849,001
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140,635
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0
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The 2018 plan proposal was approved.
Proposal 4. Adjournment
Approval to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the BCA, to prevent a violation of applicable law, or to provide stockholders any supplement or amendment to the definitive proxy statement filed with the SEC on February 12, 2018.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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49,168,450
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2,504,408
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735,181
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0
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The adjournment proposal was approved.
