Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 14, 2021, American Renal Associates Holdings, Inc., a Delaware
corporation ("ARA"), held a virtual special meeting of stockholders (the
"Special Meeting") to consider the proposals identified in the definitive proxy
statement filed by ARA with the Securities and Exchange Commission (the "SEC")
on December 15, 2020 and the supplemental disclosure to the definitive proxy
statement filed by ARA with the SEC on January 6, 2021 (collectively, the
"Definitive Proxy Statement") related to the Agreement and Plan of Merger, dated
as of October 1, 2020 (as it may be amended from time to time, the "Merger
Agreement"), by and among ARA, IRC Superman Midco, LLC, a Delaware limited
liability company ("Parent") and an affiliate of Nautic Partners, LLC, and
Superman Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Parent ("Merger Sub"). The Merger Agreement provides that, upon the terms and
subject to the satisfaction or waiver of the conditions set forth therein,
Merger Sub will merge with and into ARA (the "Merger"), with ARA continuing as
the surviving corporation and a wholly owned subsidiary of Parent.
As of December 4, 2020, the record date for the determination of stockholders
entitled to vote at the Special Meeting, there were 34,543,295 shares of ARA
common stock, par value $0.01 per share (the "Common Stock"), outstanding and
entitled to vote, each of which was entitled to one vote for each proposal at
the Special Meeting. At the Special Meeting, a total of 29,065,024 shares of
Common Stock, representing approximately 84.14% of the issued and outstanding
shares entitled to vote, were present in person or represented by proxy,
constituting a quorum to conduct business for all matters presented at the
Special Meeting.
At the Special Meeting, ARA stockholders considered two proposals, each of which
is described in more detail in the Definitive Proxy Statement. The final results
regarding each proposal are set forth below.
Proposal No. 1 - To adopt the Merger Agreement and approve the transactions
contemplated thereby, including the Merger (the "Merger Proposal").
Votes For Votes Against Abstentions Broker Non-Votes
28,552,576 464,334 48,114 0
The Merger Proposal was approved by the requisite vote of ARA stockholders.
Proposal No. 2 - To approve the continuation, postponement or adjournment of the
Special Meeting to a later date or dates, if necessary or appropriate, including
to solicit additional proxies if there are insufficient votes to approve the
Merger Proposal, at the time of the Special Meeting.
Adjournment of the Special Meeting was deemed not necessary or appropriate and
Proposal No. 2 was not acted upon because there were sufficient votes at the
time of the Special Meeting to approve the Merger Proposal.
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