CEREVEL THERAPEUTICS HOLDINGS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the ''Merger Agreement''), dated as of December 6, 2023, by and among AbbVie Inc., a Delaware corporation (''AbbVie''), Symphony Harlan LLC, a Delaware limited liability company and a wholly owned subsidiary of AbbVie (''Intermediate Holdco''), Symphony Harlan Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Intermediate Holdco (''Merger Sub''), and Cerevel Therapeutics Holdings, Inc. (''Cerevel''), pursuant to which Merger Sub will be merged with and into Cerevel, with Cerevel surviving as a wholly owned subsidiary of AbbVie (the ''Merger'');

CEREVEL THERAPEUTICS HOLDINGS INC.’s own tally for this item (“1. Proposal No. 1 - The Merger Proposal: To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of December 6, 2023, by and among AbbVie Inc., a Delaware corp”): 168,829,974 for, 2,351 against — passed, per its Form 8-K filed February 16, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Merger Proposal was approved by the requisite vote of Cerevel's stockholders.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 71 asset managers below reported 24,414,302 for, 62,560 abstained.

Showing the 25 largest of 71 asset managers. See all 71 in the interactive database.

Description as filed by funds: TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING TO A LATER DATE OR DATES IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES IN PERSON OR BY PROXY TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

The 70 asset managers below reported 21,222,994 for, 3,187,409 against, 66,455 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 70 asset managers. See all 70 in the interactive database.

Description as filed by funds: To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Cerevel's named executive officers that is based on or otherwise relates to the Merger; and

CEREVEL THERAPEUTICS HOLDINGS INC.’s own tally for this item (“2. Proposal No. 2 - The Merger Compensation Proposal: To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Cerevel's named executive officers that is based on o”): 128,428,961 for, 40,275,201 against — passed, per its Form 8-K filed February 16, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Merger Compensation Proposal was approved by the requisite vote of Cerevel's stockholders.”
Support: 76% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 70 managers: 3,100,148 for, 21,345,261 against, 31,449 abstained. Showing the 25 largest; see all in the interactive database.

No total is shown for the institutional-manager reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

The 3 asset managers below reported 624,424 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.