CVRS Corindus Vascular Robotics Inc

(a) A special meeting of stockholders of the Company was held on October 25, 2019 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, voted in favor of the Merger Proposal (as defined below). The Company’s stockholders also approved, on a non-binding, advisory basis, certain merger-related compensation payable to the Company’s named executive officers.

A total of 182,888,545 shares of the Company’s common stock (the “Common Stock”), out of a total of 208,685,413 shares of Common Stock issued and outstanding and entitled to vote as of September 26, 2019 (the “Record Date”), a total of 1,000,000 shares of the Company’s Series A convertible preferred stock (the “Series A Preferred Stock”), out of a total of 1,000,000 shares of Series A Preferred Stock issued and outstanding and entitled to vote as of the Record Date, and a total of 160,400 shares of the Company’s Series A-1 convertible preferred stock (the “Series A-1 Preferred Stock,” and together with the Series A Preferred Stock, the “Preferred Stock”), out of a total of 160,400 shares of Series A-1 Preferred Stock issued and outstanding and entitled to vote as of the Record Date were present in person or represented by proxy at the Special Meeting, representing approximately 87.69% of the voting power of the Company’s capital stock, which constituted a quorum. The holders of Common Stock and Preferred Stock, voted together as a single class, with the holders of Preferred Stock entitled to cast a number of votes calculated by dividing the number of shares of Preferred Stock held by such stockholder by 1.29, in accordance with Corindus’ certificate of designation designating the Preferred Stock. A summary of the voting results for the following proposals, each of which is described in detail in the Company’s proxy statement dated September 26, 2019 (as amended or supplemented from time to time), is set forth below:

(b) Voting results for each matter are set forth below:

(1)   

Adoption of the Agreement and Plan of Merger, dated as of August 7, 2019 (the “Merger Agreement”), by and among Siemens Medical Solutions USA, Inc., a Delaware Corporation (“SMS USA”), Corpus Merger, Inc., a Delaware corporation and wholly owned subsidiary of SMS USA, and Corindus (the “Merger Proposal”).

(2)   

Approval on a non-binding, advisory basis, certain compensation that will or may be paid by Corindus to its named executive officers in connection with the merger.

(3)   

Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

Because stockholders holding at least a majority of the voting power of the shares of the Common Stock and Preferred Stock outstanding and entitled to vote at the close of business on the Record Date approved the Merger Proposal, it was not necessary to adjourn the Special Meeting to solicit additional proxies to approve the proposal to adopt the Merger Agreement. No other business properly came before the Special Meeting.