SECURITIES AND EXCHANGE COMMISSION
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Magellan Health, Inc., a Delaware corporation (“Magellan” or the “Company”), held a virtual special meeting of stockholders (the “Special Meeting”) on March 31, 2021, via live webcast, whereby holders of an aggregate of 20,537,954 shares of Magellan common stock, par value $0.01 per share, which represent 79.09% of the shares of Magellan common stock outstanding and entitled to vote as of the Special Meeting record date of February 12, 2021 (the “Record Date”), were present at the Special Meeting via the virtual meeting website or represented by proxy. A summary of the final voting results for the following proposals, each of which is described in detail in the Company’s definitive proxy statement dated February 19, 2021 and first mailed to the Company’s stockholders on or about February 19, 2021, is set forth below:
Proposal No. 1: The Proposal to Adopt the Merger Agreement.
As previously reported, on January 4, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), with Centene Corporation (“Centene”), a Delaware corporation, and Mayflower Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Centene (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Centene.
At the Special Meeting, the Company’s stockholders voted on and approved a proposal to adopt the Merger Agreement. The proposal was approved, having received “for” votes from holders of a majority of the outstanding shares of Magellan common stock entitled to vote on such proposal. The final voting results on this proposal were as follows:
Proposal No. 2: The Non-Binding Merger-Related Compensation Proposal.
At the Special Meeting, the Company’s stockholders voted on and approved a proposal to approve, on a non-binding, advisory 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. The non-binding Merger-related compensation proposal was approved, having received “for” votes from holders of a majority of shares of Magellan common stock present at the Special Meeting, whether via the virtual meeting website or represented by proxy, entitled to vote on such proposal. The final voting results on this proposal were as follows:
Proposal No. 3: Authority to Adjourn the Special Meeting.
Because stockholders holding at least a majority of shares of Magellan common stock outstanding and entitled to vote at the close of business on the Record Date approved the proposal to adopt the Merger Agreement, the vote was not called on the proposal to adjourn the Special Meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there had been insufficient votes at the time of the Special Meeting to adopt the Merger Agreement.
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.
|Dated: March 31, 2021||MAGELLAN HEALTH, INC.|
|By:||/s/ David Haddock|
|Title:||General Counsel and Secretary|