Trex Wind Down Inc (fka TMBRQ)

[Enterprising Investor]

Timber Pharmaceuticals Stockholders Don't Approve Sale to LEO Pharma (11/17/23)

On November 17, 2023, Timber Pharmaceuticals, Inc. held its Special Meeting of Stockholders. The matters voted on at the Special Meeting were: (1) to adopt the Agreement and Plan of Merger with LEO US Holding, Inc., a Delaware corporation, LEO Spiny Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Parent and LEO Pharma A/S, a Danish Aktieselskabt; (2) to approve, on an advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with or following the consummation of the Merger; and (3) to adjourn the Special Meeting if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or any adjournment or postponement thereof. Proxies representing at least 34% percent of the voting power of the capital stock issued and outstanding and entitled to vote at the Special Meeting have been received. Accordingly, a quorum was present for the transaction of business.

The proposal to approve the Merger Agreement was not approved by a majority of the outstanding shares of common stock entitled to vote thereon. The proposal to approve, on an advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with or following the consummation of the Merger, was approved by a majority of the votes cast. The proposal to adjourn the Special Meeting if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or any adjournment or postponement thereof, was approved by a majority of the votes cast.

https://www.sec.gov/ix?doc=/Archives/edgar/data/1504167/000143774923032434/tmbr20231117c_8k.htm