Progenics Pharmaceuticals, Inc. Files Form 8K: Special Meeting Results and Merger Agreement Approval

Strategic Insights -

On June 16, 2020, Progenics Pharmaceuticals, Inc. held a special meeting of its stockholders, where key proposals were voted upon, including the adoption of the Merger Agreement and the advisory vote to approve executive compensation. The meeting resulted in a quorum of 65,668,885 shares, representing approximately 76% of the shares issued and outstanding on the record date. The stockholders approved the Merger Agreement, which will merge Progenics with Lantheus Holdings, Inc., with Progenics surviving as a wholly-owned subsidiary. Additionally, the stockholders approved, on an advisory basis, the compensation to be paid to named executive officers in connection with the Merger.

Key Takeaways:

  • The special meeting of Progenics Pharmaceuticals, Inc. stockholders was held on June 16, 2020, with a quorum of 65,668,885 shares, representing 76% of the shares issued and outstanding on the record date.
  • The stockholders voted to adopt the Amended and Restated Agreement and Plan of Merger, dated February 20, 2020, which will merge Progenics with Lantheus Holdings, Inc., with Progenics surviving as a wholly-owned subsidiary.
  • The stockholders also approved, on an advisory basis, the compensation to be paid to named executive officers in connection with the Merger.
  • As of May 12, 2020, the record date for the Special Meeting, 86,596,633 shares of Progenics' common stock were issued and outstanding.
  • The Merger Agreement was dated as of February 20, 2020, and was filed with the SEC in the Form 8-K filing on June 17, 2020.
  • The stockholders voted on one proposal, the adoption of the Merger Agreement, with a total of 65,144,436 votes in favor and 387,315 against.
  • The stockholders also voted on an advisory proposal to approve executive compensation, with 63,554,956 votes in favor and 1,393,485 against.
  • The special meeting was not adjourned or postponed to solicit additional proxies, as sufficient votes had been obtained to approve the proposal to adopt the Merger Agreement.

Statistics:

  • As of May 12, 2020, 86,596,633 shares of Progenics' common stock were issued and outstanding.
  • The quorum of 65,668,885 shares represented 76% of the shares issued and outstanding on the record date.
  • 65,144,436 votes were cast in favor of the adoption of the Merger Agreement, while 387,315 votes were cast against.
  • 63,554,956 votes were cast in favor of the advisory proposal to approve executive compensation, while 1,393,485 votes were cast against.

Sources:

  • United States Securities and Exchange Commission. (2020, June 17). Progenics Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter). Form 8-K (Current Report) Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.