Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 29, 2024, Shockwave Medical, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) virtually via live webcast.
As of April 22, 2024, the record date for the Special Meeting, there were 37,507,733 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 29,723,245 shares, or approximately 79.25% of all outstanding shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting, were present via the virtual meeting webcast or represented by proxy. Three matters were voted upon at the Special Meeting, with the Board of Directors of the Company recommending a vote “FOR” each of the proposals, as further described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 29, 2024.
Proposal No. 1 (the “Merger Proposal”) was to consider and vote on the proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated April 4, 2024, by and among the Company, Johnson & Johnson, a New Jersey corporation (“Parent”), and Sweep Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
Proposal No. 2 (the “Compensation Proposal”) was to consider and vote on the proposal to approve, on a non-binding advisory basis, 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.
Proposal No. 3 (the “Adjournment Proposal”) was to consider and vote on the proposal to adjourn the Special Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
The Merger Proposal and the Adjournment Proposal were approved; however, because the Merger Proposal was approved, the Adjournment Proposal was not necessary. The table below shows the final voting results from the Special Meeting.
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For |
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Against |
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Abstain |
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Broker
Non-Votes |
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| Proposal 1 – The Merger Proposal |
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29,617,472 |
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96,328 |
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9,445 |
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0 |
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| Proposal 2 – The Compensation Proposal |
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8,805,656 |
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20,818,045 |
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99,544 |
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0 |
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| Proposal 2 – The Adjournment Proposal |
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28,110,888 |
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1,560,665 |
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51,692 |
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0 |
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The approval of the Merger Proposal satisfies the stockholder vote condition to the consummation of the Merger under the Merger Agreement.