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Item 5.07 | Submission of Matters to a Vote of Security Holders.
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On April 28, 2022, Biohaven Pharmaceutical Holding Company Ltd. (the “Company”) held its 2022 annual meeting of shareholders (the “Annual Meeting”). The Company’s shareholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 11, 2022, as supplemented by the additional definitive proxy materials filed with the SEC on April 15, 2022. As of the record date, there were 70,526,916 common shares outstanding and entitled to 70,526,916 votes and there were 1,871 Series A Preferred Shares outstanding and entitled to 1,871,000 votes. Of such shares representing a total of 72,397,916 votes as of the record date, shares representing a total of 64,170,499 votes, or 88.63% of the total votes outstanding, were present or represented by proxy at the Annual Meeting. At the Annual Meeting, each nominee for director was elected by a majority of shares present in person or represented by proxy, that were entitled to vote on the election of directors, were voted and did not abstain (Proposal 1). In addition, Company proposals regarding the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 2) and a non-binding resolution regarding approval of the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement (Proposal 3) were approved.
Set forth below are the results of the matters submitted for a vote of shareholders at the Annual Meeting.
Proposal No. 1: Election of Directors for a term expiring at the 2025 Annual Meeting of Shareholders. Only votes “For” or “Against” affected the outcome with respect to Proposals 1(a), 1(b) and 1(c), and abstentions had no effect. The votes were cast as follows:
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| Votes For | Votes Against | Abstained |
Proposal No. 1(a): John W. Childs | 39,500,491 | 21,117,821 | 13,866 |
| 65.16% | 34.83% |
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Proposal No. 1(b): Gregory H. Bailey | 37,122,682 | 22,814,107 | 695,389 |
| 61.93% | 38.06% |
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Proposal No. 1(c): Kishan Mehta | 55,494,028 | 5,125,612 | 12,538 |
| 91.54% | 8.45% | |
Broker Non-Votes: 3,538,321
All three nominees were elected.
Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2022. Votes “For” or “Against” affected the outcome with respect to Proposal 2, and abstentions were counted as a vote “Against” the proposal. The votes were cast as follows:
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| Votes For | Votes Against | Abstained |
Ratification of appointment of Ernst & Young LLP | 64,144,409 | 14,189 | 11,901 |
| 99.95% | 0.02% | 0.01% |
Broker Non-Votes: 0
Proposal No. 2 was approved.
Proposal 3: To approve, by a non-binding vote, the compensation of the Company’s named executive officers, as set forth in the Company’s definitive proxy statement. Votes “For” or “Against” affected the outcome with respect to Proposal 3, and abstentions were counted as a vote “Against” the proposal. The votes were cast as follows:
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| Votes For | Votes Against | Abstained |
Non-binding vote on the compensation of the Company’s named executive officers | 48,967,653 | 11,637,106 | 27,419 |
| 80.76% | 19.19% | 0.04% |
Broker Non-Votes: 3,538,321
Proposal No. 3 was approved.