Item 5.07
Submission of Matters to a Vote of Security Holders
On September 8, 2026, AtaiBeckley Inc., a Delaware corporation ("AtaiBeckley"), held a virtual special meeting of its stockholders (the "Special Meeting") to vote on the proposals identified in the definitive proxy statement of AtaiBeckley prepared in connection with the Merger Agreement (as defined below) filed with the U.S. Securities and Exchange Commission (the "SEC") on August 10, 2026, which was first mailed to the AtaiBeckley stockholders on August 10, 2026.
As of the close of business on August 7, 2026, the record date for the Special Meeting, there were 370,864,669 shares of common stock, par value $0.01 per share, of AtaiBeckley ("AtaiBeckley Common Stock") issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, a total of 243,351,557 shares of AtaiBeckley Common Stock, representing approximately 65.6% of all of the shares of issued and outstanding AtaiBeckley Common Stock entitled to vote, were present in person (virtually) or represented by proxy at the Special Meeting and thus a quorum was present. The tables below detail the final voting results for each proposal.
1.
Proposal No. 1 - The Merger Proposal: To approve the adoption of the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of July 15, 2026, by and among Eli Lilly and Company, an Indiana corporation ("Lilly"), Albali Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Lilly, and AtaiBeckley (the "Merger Proposal").
The Merger Proposal was approved by the requisite vote of AtaiBeckley's stockholders.
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Votes For
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Votes Against
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Abstentions
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237,762,253
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5,033,755
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555,549
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2.
Proposal No. 2 - The Adjournment Proposal: To approve any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the "Adjournment Proposal").
The Adjournment Proposal was approved by the requisite vote of AtaiBeckley's stockholders.
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Votes For
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Votes Against
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Abstentions
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229,411,340
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12,814,164
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1,126,053
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As the Merger Proposal was approved, the Adjournment Proposal was not acted upon.
Assuming the satisfaction or waiver of all the other conditions to the merger, AtaiBeckley expects that the merger will be consummated on September 11, 2026.