Apria Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 24, 2022, Apria, Inc. (“Apria”) held its special meeting of stockholders (the “Special Meeting”) in connection with the Agreement and Plan of Merger, dated January 7, 2022 (as amended or modified from time to time, the “Merger Agreement”), among Apria, Owens & Minor, Inc. (“Parent”) and StoneOak Merger Sub Inc. (“Merger Sub”), an indirect, wholly-owned subsidiary of Parent, pursuant to which Merger Sub will be merged with and into Apria and Apria will survive the merger as an indirect, wholly-owned subsidiary of Parent (the “Merger”). As of the close of business on February 17, 2022, the record date for the Special Meeting, there were 35,644,720 shares of Apria’s common stock issued and outstanding, of which 31,354,324 shares (representing approximately 88% of the shares of Apria’s common stock issued and outstanding on the record date) were represented in person or by proxy at the Special Meeting. The results for each of the matters voted on at the Special Meeting are set forth below:
Proposal I - Adoption of the Merger Agreement (the “Merger Proposal”).
| Votes Cast For |
Votes Cast Against |
Abstentions |
Broker Non-Votes | |||
| 31,271,616 |
28,467 |
54,241 |
N/A |
The Merger Proposal was approved by the stockholders, by an affirmative vote of the holders of approximately 88% of the voting power of the shares of Apria’s common stock outstanding as of the close of business on the record date.
Proposal II - Approval, on a non-binding, advisory basis, of certain compensation that will or may be paid by Apria to its named executive officers that is based on or otherwise relates to the Merger (the “Named Executive Officer Merger-Related Compensation Proposal”).
| Votes Cast For |
Votes Cast Against |
Abstentions |
Broker Non-Votes | |||
| 28,371,975 |
1,811,299 |
1,171,050 |
N/A |
The Named Executive Officer Merger-Related Compensation Proposal was approved by the stockholders, on an advisory basis, by the holders of approximately 91% of the voting power of the shares of Apria’s common stock present in person or represented by proxy at the Special Meeting.
Proposal III - Adjournment of the Special Meeting from time to time, if necessary or appropriate, as determined in good faith by the board of directors of Apria, including for the purpose of soliciting additional votes for the approval of the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).
In connection with the Special Meeting, Apria solicited proxies with respect to the Adjournment Proposal. Because there were sufficient votes from Apria stockholders to approve the Merger Proposal, adjournment of the Special Meeting was unnecessary and the Adjournment Proposal was not called.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APRIA, INC. | ||||||
| Date: March 24, 2022 | /s/ Michael-Bryant Hicks | |||||
| Name: Michael-Bryant Hicks | ||||||
| Title: Executive Vice President, General Counsel and Secretary | ||||||