Oak Street Health 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. |
At a special meeting of stockholders of Oak Street Health, Inc. (the “Company” or “Oak Street Health”) held on April 28, 2023 (the “Special Meeting”), the Company’s stockholders voted to approve the pending acquisition of the Company by a wholly owned subsidiary of CVS Health Corporation (NYSE: CVS) (“CVS Health”), as described in the Company’s proxy statement for the Special Meeting filed with the U.S. Securities and Exchange Commission on March 30, 2023 (the “Proxy Statement”).
At the Special Meeting, the stockholders of Oak Street Health voted on the proposals listed below, which are described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below. There were no recorded broker non-votes.
Proposal 1: The Merger Proposal
To adopt the Agreement and Plan of Merger, dated as of February 7, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, CVS Pharmacy, Inc., a Rhode Island Corporation (“Parent”), Halo Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and, solely for the limited purposes set forth in the Merger Agreement, CVS Health. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).
The following votes were cast at the Special Meeting (in person or by proxy) and Proposal 1 was approved:
| Votes For |
Votes Against |
Abstentions | ||
| 200,861,872 | 158,293 | 920,620 |
Proposal 2: The Compensation Proposal
To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of Oak Street Health in connection with the Merger.
The following advisory votes were cast at the Special Meeting (in person or by proxy) and Proposal 2 was approved:
| Votes For |
Votes Against |
Abstentions | ||
| 195,178,067 | 5,257,799 | 1,504,919 |
The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, was not voted upon at the Special Meeting as there were sufficient votes to approve Proposal 1.
Cautionary Statement Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Oak Street Health. This Current Report on Form 8-K contains forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding Oak Street Health’s expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Statements in this Current Report on Form 8-K that are forward looking may include, but are not limited to, statements regarding the expected timing of the closing of the proposed acquisition and other transactions contemplated by the Merger Agreement. By their nature, all forward-looking statements are not guarantees of future performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Such risks and uncertainties include, but are not limited to: the occurrence
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of any event, change or other circumstance that could give rise to the right of Oak Street Health or CVS Health or both of them to terminate the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the failure to obtain Oak Street Health stockholder approval in a timely manner or otherwise; the risk that the acquisition may not close in the anticipated timeframe or at all due to one or more of the other closing conditions to the transaction not being satisfied or waived; the risk that there may be unexpected costs, charges or expenses resulting from the proposed acquisition; risks that the proposed transaction disrupts Oak Street Health’s current plans and operations; the risk that certain restrictions during the pendency of the proposed transaction may impact Oak Street Health’s ability to pursue certain business opportunities or strategic transactions; risks related to disruption of each company’s management’s time and attention from ongoing business operations due to the proposed transaction; continued availability of capital and financing and rating agency actions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Oak Street Health’s common stock, credit ratings or operating results; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Oak Street Health to retain and hire key personnel, to retain customers and to maintain relationships with its business partners, suppliers and customers and on its operating results and businesses generally, including with respect to Humana Inc. and its affiliates, which lease or license to Oak Street Health a majority of Oak Street Health’s primary care centers; the risk of litigation that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers and/or regulatory actions related to the proposed acquisition, including the effects of any outcomes related thereto; risks related to unpredictable and severe or catastrophic events, including but not limited to acts of terrorism, war or hostilities, cyber attacks, or the impact of the COVID-19 pandemic or any other pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide on Oak Street Health’s business, financial condition and results of operations, as well as the response thereto by each company’s management; and other business effects, including the effects of industry, market, economic, political or regulatory conditions. Also, Oak Street Health’s actual results may differ materially from those contemplated by the forward-looking statements for a number of additional reasons as described in Oak Street Health’s filings with the SEC, including those set forth in the Risk Factors section and under any “Forward-Looking Statements” or similar heading in Oak Street Health’s most recently filed Annual Report on Form 10-K and Oak Street Health’s Current Reports on Form 8-K.
You are cautioned not to place undue reliance on Oak Street Health’s forward-looking statements. Oak Street Health’s forward-looking statements are and will be based upon management’s then-current views and assumptions regarding CVS Health’s proposed acquisition of Oak Street Health, future events and operating performance, and are applicable only as of the dates of such statements. Oak Street Health assumes no duty to update or revise forward-looking statements, whether as a result of new information, future events, uncertainties or otherwise.
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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.
| OAK STREET HEALTH, INC. | ||||||
| Date: April 28, 2023 | By: | /s/ Robert Guenthner | ||||
| Name: | Robert Guenthner | |||||
| Title: | Chief Legal Officer | |||||