Cumberland Pharmaceuticals Inc.

06/25/2026 | Press release | Distributed by Public on 06/25/2026 15:01

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 24, 2026, a special meeting of shareholders (the "Special Meeting") of Cumberland Pharmaceuticals Inc. (the "Company") was held in Nashville, Tennessee to address a proposal (the "Proposal") associated with a strategic transaction ( the "Transaction") with Apotex Inc. ("Apotex"). The Proposal is to authorize and approve the Transaction in which Cumberland will integrate its commercial products with the U.S. branded business of an affiliate of Apotex as contemplated by the Asset Purchase Agreement, dated as of April 22, 2026, by and among Nuvo Pharmaceuticals (Ireland) DAC, Apotex and the Company.
Present at the Special Meeting were holders of 10,509,626 shares of the Company's common stock, $0.00 par value per share ("Common Stock"), in person or by proxy, representing approximately 70.14% of the outstanding shares of Common Stock as of May 12, 2026, the record date for the Special Meeting (the "Record Date"), and constituting a quorum for the transaction of business at the Special Meeting. As of the Record Date, there were 14,983,107 shares of Common Stock outstanding and entitled to vote at the Special Meeting.
At the Special Meeting, the Company's shareholders approved the Proposal. The voting results were as follows:
For Against Abstentions
Broker Non-Votes
% of Outstanding Votes In Favor
% of Votes In Favor
Authorize and approve the sale of the Company's FDA-approved commercial products and related assets as contemplated by the Asset Purchase Agreement, dated as of April 22, 2026, by and among Nuvo Pharmaceuticals (Ireland) DAC, Apotex Inc. and the Company, which may be deemed under Tennessee law to be a sale of substantially all of the Company's property and assets otherwise than in the usual and regular course of business.
10,492,455 15,904 1,267 4,473,481 70.03% 99.84%
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