Item 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders of Care Capital Properties, Inc., a Delaware corporation (the “Company”), was held on August 15, 2017 in Chicago, Illinois (the “Special Meeting”). A total of 65,538,924 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company, out of a total of 84,070,493 shares of Common Stock issued and outstanding and entitled to vote as of June 29, 2017 (the “Record Date”), were present in person or represented by proxy at the Special Meeting, and, therefore, a quorum was present. A summary of the voting results for the following proposals, each of which is described in detail in the Company’s definitive proxy statement, dated July 7, 2017 and first mailed to the Company’s stockholders on or about July 10, 2017, is set forth below:
Proposal 1: Approval of the Merger and the Other Transactions Contemplated by the Merger Agreement
As previously disclosed, on May 7, 2017, the Company entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), with Sabra Health Care REIT, Inc., a Maryland corporation, PR Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Sabra (“Merger Sub”), Care Capital Properties, LP, a Delaware limited partnership, and Sabra Health Care Limited Partnership, a Delaware limited partnership. The Merger Agreement provides for, among other things, the Company to merge with and into Merger Sub pursuant to the terms of the Merger Agreement (the “Merger”).
At the Special Meeting, the Company’s stockholders voted upon and approved a proposal to adopt the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement. Approximately 76% of the outstanding shares of Common Stock voted in favor of the proposal. The votes on this proposal were as follows:
Votes For
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Votes Against
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Votes Abstained
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64,029,920
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1,363,394
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145,610
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Proposal 2: Advisory Vote on Named Executive Officer Merger-Related Compensation
At the Special Meeting, the Company’s stockholders voted upon and rejected a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger. Approximately 49% of the shares of Common Stock having voting power present in person or represented by proxy at the Special Meeting voted in favor of the proposal. The votes on this proposal were as follows:
Votes For
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Votes Against
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Votes Abstained
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31,896,600
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33,301,116
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341,208
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Proposal 3: Adjournment of the Special Meeting
Because stockholders holding at least a majority of the shares of Common Stock issued and outstanding and entitled to vote approved the proposal to adopt the Merger Agreement and approve the Merger and other transactions contemplated by the Merger Agreement, the vote was not called on the proposal to adjourn the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement and approve the Merger and other transactions contemplated by the Merger Agreement if there are insufficient votes at the time of such adjournment to approve such proposal.