UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 29, 2024, Fusion Pharmaceuticals Inc. (“Fusion”) convened a special meeting (the “Meeting”) of the holders of common shares (the “Shares”) of Fusion (the “Shareholders”).
The following matters were submitted to a vote of Shareholders at the Meeting: (i) a proposal to consider, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List), dated April 24, 2024 (the “Interim Order”), and, if deemed advisable, to pass, with or without variation, a resolution (the “Arrangement Resolution”), approving a statutory arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”) pursuant to the Arrangement Agreement (the “Arrangement Agreement”), dated March 18, 2024 by and among Fusion, AstraZeneca AB (“Parent”) and 15863210 Canada Inc. (“Purchaser”), a wholly-owned subsidiary of Parent and (ii) a proposal to consider, and if deemed advisable, to pass, with or without variation, a resolution confirming Amendment No. 1 to the General Bylaws of Fusion (the “Bylaw Proposal”).
As of the close of business on April 16, 2024, the record date of the Meeting, there were approximately 84,965,608 Shares issued and outstanding and entitled to vote. A total of 68,678,602 Shares were voted at the Meeting representing approximately 80.83% of the issued and outstanding Shares as of the record date.
The number of votes cast for and against each proposal is set out below. There were no recorded abstentions or broker non-votes with respect to either proposal. Set forth below are the results of the Meeting:
Proposal 1 - The Arrangement Resolution
The Arrangement Resolution was approved, receiving the affirmative vote of (i) approximately 99.92% of the votes cast by the Shareholders, voting as a single class, present in person or represented by proxy and entitled to vote at the Meeting and (ii) approximately 99.92% of the votes cast by the Shareholders, present in person or represented by proxy and entitled to vote at the Meeting, after excluding the votes of those Shareholders whose votes are required to be excluded under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions. Votes were received as follows:
Shareholders
(i)
| Votes For |
% Votes For |
Votes Against |
% Votes Against | |||
| 68,622,376 |
99.92% | 56,226 | 0.08% |
(ii)
| Votes For |
% Votes For |
Votes Against |
% Votes Against | |||
| 68,265,744 |
99.92% | 56,226 | 0.08% |
Proposal 2 – Bylaw Proposal
The Bylaw Proposal was confirmed, receiving the affirmative vote of approximately 97.04% of the votes cast by the Shareholders, present in person or represented by proxy and entitled to vote at the Meeting. Votes were received as follows:
| Votes For |
% Votes For |
Votes Against |
% Votes Against | |||
| 66,643,974 |
97.04% | 2,034,628 | 2.96% |
| Item 7.01. | Other Events. |
On May 29, 2024, Fusion issued a press release containing information about the voting results of the Meeting. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number |
Description | |
| 99.1 | Press release issued by Fusion Pharmaceuticals Inc. on May 29, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Fusion Pharmaceuticals Inc. | ||||||
| Date: May 29, 2024 | By: | /s/ Maria Stahl | ||||
| Maria Stahl | ||||||
| Chief Legal Officer | ||||||