| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
As previously announced, on March 24, 2024, Landos Biopharma, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bespin Subsidiary, LLC, a Delaware corporation and a wholly owned Subsidiary of AbbVie, Inc. (“Parent”), Bespin Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely for the limited purposes set forth therein, AbbVie Inc. providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
On May 23, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”) to vote on the two proposals described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 25, 2024 and mailed to the Company’s stockholders on or about April 30, 2024. As disclosed in the Proxy Statement, as of the close of business on April 25, 2024, the record date for the Special Meeting, there were 3,125,841 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. A total of 2,246,156 shares of the Company’s common stock, representing approximately 72% of the shares outstanding and entitled to vote and constituting a quorum, were represented in person (virtually) or by valid proxies at the Special Meeting.
The final voting results for each of the proposals submitted to a vote of stockholders at the Special Meeting are as follows:
Proposal 1: The Company’s stockholders voted to adopt the Merger Agreement and approve the transactions contemplated thereby. The voting results are set forth in the table immediately below:
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|
|
|
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| For |
|
Against |
|
Abstained |
| 2,245,931 |
|
175 |
|
50 |
Proposal 2: In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement. Because there were sufficient votes represented at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement, the proposal to approve one or more adjournments of the Special Meeting was moot and was not presented for approval by the Company’s stockholders at the Special Meeting.