Item 5.07. Submission of Matters to a Vote of Security Holders
On
Each of the proposals upon which the Company's stockholders voted at the Special
Meeting, and the final, certified results reported by the Company's inspector of
elections,
1. The proposal to adopt the Agreement and Plan of Merger, datedApril 5, 2022 (the "Merger Agreement"), by and among the Company,Tivity Health OpCo Parent, Inc. (f/k/aTitan-Atlas Parent, Inc. ), andTitan-Atlas Merger Sub, Inc. (the "Merger Agreement") was approved by the affirmative vote of stockholders holding a majority of the outstanding shares of the Company's common stock entitled to vote at the Special Meeting, as set forth below: For Against Abstain Broker Non-Votes 35,657,375 524,216 61,414 - 2. The proposal to approve, on an advisory, non-binding 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 Agreement and the transactions contemplated by the Merger Agreement was approved, on an advisory, non-binding basis, by the affirmative vote of the holders of a majority in voting power of the Company's common stock entitled to vote thereon, which were present or represented by proxy at the Special Meeting, as set forth below: For Against Abstain Broker Non-Votes 30,746,109 3,967,577 1,529,319 - 3. The proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Agreement or to seek a quorum if one was not initially obtained was not called because the proposal to adopt the Merger Agreement was approved. If such proposal had been called, the vote would have been as follows: For Against Abstain Broker Non-Votes
33,271,592 2,902,983 68,430 -
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