UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

EXPRESS SCRIPTS, INC.

DELAWARE (State or Other Jurisdiction of Incorporation or Organization)		0-20199 (Commission File Number)		43-1420563 (I.R.S. Employer Identification No.)

One Express Way, St. Louis, MO (Address of Principal Executive Offices)		63121 (Zip Code)

Registrant’s telephone number including area code: 314-996-0900

No change since last report
(Former Name or Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Express Scripts, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at the Company’s principal executive offices on Wednesday, May 4, 2011. At the Annual Meeting, the stockholders of the Company voted to approve and ratify the Express Scripts, Inc. 2011 Long-Term Incentive Plan (the “2011 LTIP”). The text of the Plan, and the description of the Plan on pages 51-60 under the caption “Proxy Item No. 6: Approval and Ratification of the Express Scripts, Inc. 2011 Long-Term Incentive Plan” in the Company’s Proxy Statement dated March 21, 2011 (the “Proxy Statement”), which are listed as Exhibit 10.1 and Exhibit 99.1 hereto, respectively, are incorporated herein by reference.

As previously announced, Messrs. Toan and Borelli retired from the Board of Directors of the Company as of May 4, 2011.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the stockholders approved the adoption of amendments (the “Amendments”) to the Third Amended and Restated Bylaws of the Company, as amended (the “Bylaws”) to permit holders of at least 35% of the voting power of the Company’s outstanding capital stock to call a special meeting of the stockholders under certain circumstances. The Amendments became effective upon stockholder approval. The description of the Amendments on page 48 under the caption “Proxy Item 3: Proposal to Adopt an Amendment to the Bylaws to Permit Stockholders to Call a Special Meeting” in the Company’s Proxy Statement dated March 21, 2011, which is listed as Exhibit 99.2 hereto, is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As indicated above, on May 4, 2011, the Company held the Annual Meeting. Of the 529,120,068 shares outstanding and entitled to vote, 470,249,109 shares were represented at the meeting, or an 88.87% quorum. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1. Election of Directors. All of management’s nominees for director were elected to serve until the next Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth in the table below.

														BROKER
NOMINEE		FOR				AGAINST				ABSTAIN				NON-VOTES
Gary G. Benanav			421,951,194				12,831,354				126,027				35,340,534
Maura C. Breen			429,024,763				5,762,282				121,530				35,340,534
Nicholas J. LaHowchic			428,755,006				6,026,696				126,873				35,340,534
Thomas P. Mac Mahon			434,215,744				569,567				123,264				35,340,534
Frank Mergenthaler			434,406,310				377,211				125,054				35,340,534
Woodrow A. Myers, Jr. M.D.			434,389,883				396,794				121,898				35,340,534
John O. Parker, Jr.			428,630,456				6,150,884				127,235				35,340,534
George Paz			420,875,019				13,828,128				205,428				35,340,534
Samuel K. Skinner			385,987,808				48,645,282				275,485				35,340,534
Seymour Sternberg			416,170,261				18,617,192				121,122				35,340,534

Proposal 2. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for 2011 was ratified by the stockholders, by the votes set forth in the table below.

FOR		AGAINST		ABSTAIN
462,083,375		8,016,252		149,482

Proposal 3. The Amendments to the Bylaws, permitting stockholders to call a special meeting under certain circumstances, was approved by the stockholders, by the votes set forth in the table below.

FOR		AGAINST		ABSTAIN
468,583,084		1,322,671		343,354

Proposal 4. The stockholders approved, on a non-binding basis, executive compensation, by the votes set forth in the table below.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
421,551,156		11,367,210		1,990,209		35,340,534

Proposal 5. The stockholders approved, on a non-binding basis, the holding of a non-binding vote on executive compensation on an annual basis, by the votes set forth in the table below.

ONE-YEAR		TWO-YEAR		THREE-YEAR
FREQUENCY		FREQUENCY		FREQUENCY
VOTE		VOTE		VOTE		ABSTAIN
308,259,392		11,750,080		114,672,885		226,218

Proposal 6. The stockholders approved and ratified the 2011 LTIP, by the votes set forth in the table below.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
403,305,938		31,063,328		539,309		35,340,534

Proposal 7. A stockholder proposal requesting a report on political contributions was rejected by the stockholders, by the votes set forth in the table below.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
112,715,327		268,299,355		53,893,893		35,340,534

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 10, 2011

EXHIBIT INDEX

Exhibit No.		Description
3.1		Third Amended and Restated Bylaws of the Company, as amended effective as of May 4, 2011.
3.2		Third Amended and Restated Bylaws of the Company, marked to show amendments to Sections 1.2, 1.11 and 1.12 effective as of May 4, 2011.
10.1		Express Scripts, Inc. 2011 Long-Term Incentive Plan, incorporated by reference to Appendix B to Express Scripts, Inc. 2011 Proxy Statement dated March 21, 2011.
99.1		Description of the Express Scripts, Inc. 2011 Long-Term Incentive Plan, incorporated by reference to pages 51-60 of the Express Scripts, Inc. 2011 Proxy Statement dated March 21, 2011.
99.2		Description of the Amendments to the Bylaws, incorporated by reference to page 48 of the Express Scripts, Inc. Proxy Statement dated March 21, 2011.