Atrion Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Atrion Corporation (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) on August 19, 2024, to vote on the three proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 15, 2024, and mailed to the Company’s stockholders on or about July 15, 2024 (the “Proxy Statement”). As disclosed in the Proxy Statement, as of the close of business on July 10, 2024, the record date for determining stockholders entitled to notice of and to vote at the Special Meeting (the “Record Date”), there were 1,759,954 shares of the Company’s common stock, par value $0.10 per share (“Shares”), outstanding and entitled to vote at the Special Meeting. A total of 1,504,845 Shares (representing approximately 85.5% of the Shares outstanding on the Record Date and entitled to vote at the Special Meeting) were present in person or represented by proxy at the Special Meeting, constituting a quorum for the Special Meeting.
The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:
Proposal 1 – Adoption of the Merger Agreement: The stockholders of the Company adopted the Agreement and Plan of Merger, dated as of May 28, 2024 (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among the Company, Nordson Corporation (“Nordson”) and Alpha Medical Merger Sub, Inc., a wholly owned subsidiary of Nordson (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions of the Merger Agreement, Nordson will acquire the Company via a merger of Merger Sub with and into the Company, with the separate corporate existence of Merger Sub thereupon ceasing and the Company continuing as the surviving corporation and a wholly owned subsidiary of Nordson. The voting results are set forth in the table immediately below:
| For | Against | Abstain | ||
| 1,471,593 | 28,038 | 5,214 |
Proposal 2 – Non-binding Advisory Vote on Compensation of Named Executive Officers: The stockholders of the Company approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers identified in the Proxy Statement that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. The voting results are set forth in the table immediately below:
| For | Against | Abstain | ||
| 1,422,421 | 64,259 | 18,165 |
Proposal 3 - Adjournment of the Special Meeting, if necessary or appropriate: The stockholders of the Company approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. Although this proposal was approved by the stockholders of the Company, because there were sufficient votes represented at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement, this proposal to approve the adjournment of the Special Meeting is moot. The voting results are set forth in the table immediately below:
| For | Against | Abstain | ||
| 1,341,298 | 150,065 | 13,482 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| ATRION CORPORATION | ||
| Date: August 20, 2024 | By: | /s/ David A. Battat |
| David A. Battat | ||
| President and Chief Executive Officer |