Results

Amicus Therapeutics Inc.

03/03/2026 | Press release | Distributed by Public on 03/03/2026 15:09

Proxy Results (Form 8-K)

Item 5.07
Submission of Matters to a Vote of Security Holders.

At a special meeting of stockholders of Amicus Therapeutics, Inc., a Delaware corporation (the "Company" or "Amicus") held virtually via live webcast on March 3, 2026 (the "Special Meeting"), the Company's stockholders voted to approve the Company's pending acquisition by BioMarin Pharmaceutical Inc., a Delaware corporation ("Parent").

As of the record date, January 28, 2026, there were 313,918,463 shares of Company common stock eligible to be voted at the Special Meeting. At the Special Meeting, 234,785,243 shares, or approximately 74.79% of all outstanding shares of Company common stock eligible to be voted at the Special Meeting, were present either in person or by proxy. At the Special Meeting, the Company's stockholders voted on the proposals listed below, with the Board of Directors of the Company recommending a vote "FOR" each of these proposals, as further described in the definitive proxy statement filed with the U.S. Securities and Exchange Commission ("SEC") on February 2, 2026 (the "Definitive Proxy Statement"). The final results for the votes regarding each proposal are set forth below.

Proposal 1: The Merger Proposal

To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated December 19, 2025, by and among the Company, Parent, and Lynx Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), and the Company will become a direct or indirect wholly owned subsidiary of Parent.

The following votes were cast at the Special Meeting (in person or by proxy) and the Merger Proposal was approved:

Votes For
Votes
Against
Abstentions
Broker
Non-Votes
234,593,492
119,194
72,557
0

Proposal 2: The Compensation Proposal

To approve, on a non-binding, advisory basis, the payment of certain 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 following advisory votes were cast at the Special Meeting (in person or by proxy) and the Compensation Proposal was approved:

Votes For
Votes
Against
Abstentions
Broker
Non-Votes
209,150,012
24,282,220
1,353,011
0

The Merger Proposal and the Compensation Proposal were approved. The proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes in favor of the adoption of the Merger Agreement, was not voted upon at the Special Meeting since there were sufficient votes to approve the Merger Proposal.

No other business properly came before the Special Meeting.

The approval of the Merger Proposal satisfies the stockholder approval condition to the consummation of the Merger under the Merger Agreement. In addition, as previously disclosed, on February 11, 2026, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Completion of the pending transaction with Parent remains subject to the satisfaction or waiver of other customary closing conditions, including the receipt of any clearance, consent or affirmative approval applicable to the transaction under antitrust laws and foreign direct investment laws of any non-U.S. or supranational governmental bodies listed in the confidential disclosure schedule delivered by the Company to Parent in connection with the execution of the Merger Agreement, including for certain European countries and the Japanese competition authority. The transaction is expected to close in the second quarter of 2026, subject to regulatory clearances and other customary closing conditions.

Amicus Therapeutics Inc. published this content on March 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 03, 2026 at 21:55 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]