Merging company

HANGER, INC. : Submission of Matters to a Vote of Securityholders, Other Events (Form 8-K)

Section 5.07 Submission of Matters to a Vote of Securityholders.

On July 21, 2022, Hanger, Inc.a Delaware corporation (the “Company” or “Hanger”), has entered into a Merger Agreement and Plan (the “Merger Agreement”) with Parent Hero, Inc.a Delaware company (“Parent”), and Heroes Merger Sub, Inc.a Delaware company and a wholly owned subsidiary of the parent company (“Merger Sub”). Pursuant to the terms of the Merger Agreement, and upon the satisfaction or waiver of the closing conditions set forth therein, Parent will acquire Hanger in a cash merger with Merger Sub merging with and into Hanger ( the “Merger”) and Hanger surviving the Merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub are indirect subsidiaries of funds managed and advised by patient square capital.

The Company held a special meeting of shareholders at 10:00 a.m. central time on
September 30, 2022 (the “Special Meeting”). At the Special Meeting, shareholders of the Company voted on two proposals as set out below, each of which is described in detail in the Company’s definitive proxy statement dated
August 26, 2022 and as amended and supplemented on September 20, 2022as filed with the Security and Exchange Commission (the “Proxy Statement”). The number of votes cast for and against and the number of brokers withheld and no votes with respect to each proposal voted are shown below (proposal numbers correspond to the proposal numbers used in the Proxy Circular ).

At the close of business on the record date of the extraordinary meeting, which was August 24, 2022there were 39,123,266 ordinary shares of the Company, par value $0.01 per share (“ordinary shares”) outstanding and entitled to vote at the special meeting. A total of 32,929,503 common shares, representing approximately 84% of the common shares outstanding on the record date of the special meeting, were represented in person or by proxy and entitled to vote at the special meeting, and constituted a quorum to conduct business at the special meeting.

1. Proposal 1: Approval of a proposal to adopt and approve the Merger

    Agreement and the transactions contemplated thereby, including the Merger.



This proposal was approved as indicated below:

Actions voted for Actions voted against Withholds Broker No vote

   32,813,895           60,551          55,057           -



2. Proposal 3: The approval, in an advisory and non-binding capacity, of certain

    compensation that will or may become payable to the Company's named executive
    officers in connection with the Merger.



This proposal was approved as indicated below:

Actions voted for Actions voted against Withholds Broker No vote

   24,461,825         7,173,636        1,294,042         -



In light of the approval of Proposal 1, Proposal 2 described in the Proxy Circular (relating to the adjournment of the Special Meeting if necessary or appropriate) became moot and was not presented at the extraordinary meeting.

Item 8.01 Other Events.



On September 30, 2022, the Company issued a press release announcing the results of the special meeting. A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference.

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