Item 5.07Item 5.07 - Submission of Matters to Vote
Item
5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2025, Endo, Inc., a Delaware corporation (“Endo”),
convened a special meeting of stockholders (the “Special Meeting”) to consider and vote upon certain proposals related to
the Transaction Agreement, dated March 13, 2025 (as further amended, modified, restated or supplemented from time to time, the “Transaction
Agreement”), with Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”), and Salvare Merger Sub LLC, a
Delaware limited liability company and a wholly owned subsidiary of Mallinckrodt (“Merger Sub”), providing for, among other
things, (a) the memorandum and articles of association of Mallinckrodt will be amended by means of a scheme of arrangement (the “Articles
Scheme Amendment”) under the Companies Act 2014 and shareholder approval; (b) the memorandum and articles of association of Mallinckrodt
will be further amended by shareholder approval following the Articles Scheme Amendment (together with the Articles Scheme Amendment,
the “Articles Amendments”); and (c) Merger Sub will merge with and into Endo (such merger, the “business combination”
and, together with the Articles Amendments, the “Transaction”), with Endo surviving the business combination as a wholly owned
subsidiary of Mallinckrodt. As a result of the business combination, Endo will no longer be publicly held. Endo’s common stock will
be delisted from the OTCQX® Best Market and deregistered under the Securities Exchange Act of 1934, as amended.
There were 76,313,462 shares of common stock,
par value $0.001 per share, of Endo (the “Endo common stock”), issued and outstanding as of April 29, 2025, the record date
for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 61,881,572 shares of Endo common stock
were present or represented by proxy, representing approximately 81.09% of the total outstanding shares of Endo common stock as of the
Record Date, which constituted a quorum.
At the Special Meeting, the following proposals
were voted upon (each of which is described in greater detail in the definitive proxy statement filed by Endo with the Securities and
Exchange Commission on May 12, 2025 (the “Proxy Statement”)):
Proposal 1 - Transaction
Proposal: Proposal to approve and adopt the Transaction Agreement, including the plan of merger contained therein, and the transactions
contemplated thereby, including the business combination, and the other transactions contemplated by the Transaction Agreement (the “Transaction
Proposal”).
Proposal 2 - Distributable
Reserves Proposal: Proposal to approve, on a non-binding, advisory basis, (i) the reduction of the entire amount (or such lesser amount
as the directors of Mallinckrodt or the Irish High Court may determine) standing to the credit of Mallinckrodt’s share premium account
as at the date of the joint proxy statement/prospectus (being the first Mallinckrodt distributable reserves creation); and (ii) the reduction
of the entire amount (or such lesser amount as the directors of Mallinckrodt or the Irish High Court may determine) standing to the credit
of Mallinckrodt’s share premium account following the consummation of the business combination, (including but not limited to the
share premium arising from the issuance of Mallinckrodt ordinary shares pursuant to the Transaction Agreement or the amounts credited
to Mallinckrodt’s share premium account upon the capitalization of any merger reserve or like reserve resulting from the issuance
of Mallinckrodt ordinary shares pursuant to the Transaction Agreement) (the “Distributable Reserves Proposal”).
Proposal 3 - Combination-Related
Compensation Proposal: Proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by
Endo or its subsidiaries to its named executive officers in connection with the consummation of the Transaction (the “Combination-Related
Compensation Proposal”).
Proposal 4 - Mallinckrodt
Articles Amendment Proposals: Proposals to approve, on a non-binding, advisory basis, eight proposed amendments to the Mallinckrodt
articles of association, presented separately in accordance with the requirements of the United States Securities and Exchange Commission
(collectively, the “Mallinckrodt Articles Amendment Proposals”):
(a) to vary the authorized share capital of Mallinckrodt, including through the creation of a new class of
preferred shares, the removal of pre-emption rights of certain shareholders over newly issued shares and the deletion of Article 174 of
the existing Mallinckrodt constitution, which capped the total number of shares issuable pursuant to Mallinckrodt’s management incentive
plan at 10%;
(b) to delete certain restrictions on Mallinckrodt shareholders’ ability to deal in their Mallinckrodt
shares, amend the circumstances in which directors can decline to register a transfer of shares and eliminate the drag-along rights and
tag-along rights in the existing memorandum and articles of association of Mallinckrodt;
(c) to change the quorum required for general meetings (to two or more persons holding (or representing by
proxy) at least one half in nominal value of the issued shares of an applicable class), the manner in which voting will be conducted (by
requiring voting to be carried out by way of a poll) and the procedures required for advance notice of members’ business and nominations
(by aligning with the customary current approach by U.S. listed companies);
(d) to delete the ability of holders of more than one half of the Mallinckrodt shares to require the Mallinckrodt
board to initiate a process for a review of strategic alternatives and a sale of assets or business segments, to delete restrictions on
the Mallinckrodt board from selling, leasing or exchanging all or substantially all of Mallinckrodt’s property and assets without
prior consent of the holders of more than one half of the Mallinckrodt shares, to amend provisions regarding shareholder rights plan to
align with the customary approach adopted by Irish incorporated U.S. listed companies and to restrict Mallinckrodt from engaging in business
combinations with “interested members” for a period of time;
(e) to permit the Mallinckrodt board to determine its own size (subject to a minimum of two and a maximum
of twenty directors) and its own chair, and to allow for the vacation ipso facto of the office of a director where he or she is requested
to resign in writing by not less than three quarters of the other directors;
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(f) to change the provisions regarding appointment of Mallinckrodt directors and add provisions regarding
plurality voting of directors;
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(g) to delete existing provisions in respect of information rights and board observers for certain shareholders;
and
(h) to make certain other changes to make Mallinckrodt’s articles of association in a form that is customary
for an Irish public limited company effecting a transaction of the nature of the Transaction and for a potential listing of Mallinckrodt’s
shares on the New York Stock Exchange.
Each proposal was approved by the requisite
vote of Endo’s stockholders. The final voting results for each proposal are described below. For more information on each of these
proposals, see the Proxy Statement.
Proposal 1 - Transaction Proposal
Votes For Votes Against Abstentions
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61,792,120 89,452 0
Proposal 2 - Distributable Reserves
Proposal
Votes For Votes Against Abstentions
──────────────────────────────────────────────────
61,792,120 89,452 0
Proposal 3 - Combination-Related
Compensation Proposal
Votes For Votes Against Abstentions
──────────────────────────────────────────────────
61,772,299 108,528 745
Proposal 4 - Mallinckrodt Articles
Amendment Proposals
Proposal 4(a)
Votes For Votes Against Abstentions
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47,253,335 14,626,367 1,870
Proposal 4(b)
Votes For Votes Against Abstentions
──────────────────────────────────────────────────
50,020,164 11,859,538 1,870
Proposal 4(c)
Votes For Votes Against Abstentions
──────────────────────────────────────────────────
50,023,073 11,856,629 1,870
Proposal 4(d)
Votes For Votes Against Abstentions
──────────────────────────────────────────────────
46,139,932 15,739,770 1,870
Proposal 4(e)
Votes For Votes Against Abstentions
──────────────────────────────────────────────────
50,010,137 11,868,820 2,615
Proposal 4(f)
Votes For Votes Against Abstentions
──────────────────────────────────────────────────
50,023,073 11,856,629 1,870
Proposal 4(g)
Votes For Votes Against Abstentions
──────────────────────────────────────────────────
50,022,328 11,856,629 2,615
Proposal 4(h)
Votes For Votes Against Abstentions
──────────────────────────────────────────────────
50,023,073 11,856,629 1,870