Shareholders of Medtronic (NYSE:MDT) overwhelmingly approved its pending, $43 billion acquisition of Covidien (NYSE:COV) this week, including a controversial provision that drew lawsuits from some investors seeking to block the deal.
Medtronic revealed the details of the vote in a regulatory filing today, saying that 75.2% of the eligible outstanding shares voted for the deal.
The filing also revealed support for Medtronic’s proposal to cover more than $63 million in taxes the buyout would incur for its top executives and its directors, a plan that aroused the ire of shareholders who will be exposed to capital gains taxes once the deal closes.
U.S. tax laws impose a 15% excise tax on stock owned by executives and directors for the 6 months before and after a merger transaction. Medtronic has said all along that it plans to offer an excise tax “gross-up” to cover the tab. Late last year a federal judge in Minnesota declined to bar the reimbursement plan, ruling that the plaintiffs in a derivatives lawsuit failed to exhaust their remedies under Minnesota law before filing the complaint.
Shareholders voted Jan. 6 to approve the compensation plan by a 72.5% margin, according to the filing.
Covidien’s shareholders also voted earlier this week to OK the merger.