Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
OncoMed Pharmaceuticals, Inc. (the
Company
or
OncoMed
) held its special meeting of stockholders (the
Special
Meeting
) on April 17, 2019. As of March 19, 2019, the Companys record date for the Special Meeting, there were a total of 38,690,089 shares of common stock, par value $0.001 per share, of the Company (the
Common
Stock
) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 25,235,798 shares of Common Stock were present or represented by proxy, which constituted a quorum. A summary of the final voting results is set forth
below.
Proposal 1
: To approve and adopt the Agreement and Plan of Merger and Reorganization, dated as of December 5, 2018 (the
Merger Agreement
), by and among OncoMed, Mereo BioPharma Group plc, a public limited company incorporated under the laws of England and Wales (
Mereo
), Mereo US Holdings Inc., a Delaware corporation and direct,
wholly-owned subsidiary of Mereo, and Mereo MergerCo One Inc., a Delaware corporation and direct, wholly-owned subsidiary of HoldCo, pursuant to which Merger Sub will be merged with and into OncoMed (the
Merger
), and OncoMed will
continue as the surviving corporation in the Merger and an indirect, wholly-owned subsidiary of Mereo (the
Merger Proposal
).
|
|
|
|
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For
|
|
Against
|
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Abstain
|
24,957,481
|
|
257,759
|
|
20,558
|
Proposal 2
: To approve, on a
non-binding,
advisory basis, the compensation
payments that will or may be paid by OncoMed or Mereo to OncoMeds named executive officers and that are based on or otherwise related to the Merger and the agreements and understandings pursuant to which such compensation may be paid or become
payable, referred to as the transaction-related named executive officer compensation.
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
20,869,698
|
|
4,272,824
|
|
93,276
|
Proposal 3
: The proposal to approve the adjournment of the Special Meeting was not voted upon at the Special Meeting
because such proposal was rendered moot due to the approval of the Merger Proposal.
Consummation of the transactions contemplated by the Merger Agreement
are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the
SEC
) on March 20, 2019 (the
Proxy Statement
), which is available on the SECs website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger
Agreement, which is attached as Annex A to the Proxy Statement. Assuming the satisfaction of such closing conditions, OncoMed expects the closing to occur on or about April 23, 2019.