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
Date of Report (Date of Earliest Event Reported): May 23, 2011
VIROPHARMA INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
DELAWARE | 0-021699 | 23-2789550 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
730 STOCKTON DRIVE, EXTON, PENNSYLVANIA | 19341 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(610) 458-7300
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 23, 2011, ViroPharma Incorporated, (the Company) held its 2011 Annual Meeting of Stockholders (the Annual Meeting). A total of 75,927,672 shares of the Companys common stock were entitled to vote as of April 4, 2011, the record date for the Annual Meeting, of which 71,043,003, or 93.56%, were present in person or by proxy at the Annual Meeting, which constituted a quorum. The stockholders were asked to vote on four proposals. Set forth below are the matters acted upon by stockholders and the final voting results of each such proposal.
Proposal 1. Election of Directors
Stockholders of the Company were asked to elect John R. Leone, Vincent J. Milano and Howard H. Pien to serve as Class III directors of the Board for a three-year term expiring on the date of the Companys 2014 Annual Meeting of Stockholders. The results of the vote taken at the Annual Meeting with respect to the election of John R. Leone, Vincent J. Milano and Howard H. Pien as Class III directors were as follows:
For | Withheld | Broker Non-Votes | ||||||||||
John R. Leone |
61,971,662 | 1,754,702 | 7,316,639 | |||||||||
Vincent J. Milano |
61,292,735 | 2,433,629 | 7,316,639 | |||||||||
Howard H. Pien |
61,975,755 | 1,750,609 | 7,316,639 |
The terms of office of the following directors who did not stand for re-election continued after the Annual Meeting (i) Class I directors serving until 2012 are Paul A. Brooke, Michael R. Dougherty and Robert J. Glaser; and (ii) the Class II director serving until 2013 is William D. Claypool, M.D. Based upon the votes set forth above, John R. Leone, Vincent J. Milano and Howard H. Pien were duly elected to serve as directors of the Company for a three-year term, ending at the 2014 Annual Meeting.
Proposal 2. Advisory Vote on the Compensation of the Companys Named Executive Officers
The compensation of the named executive officers as disclosed in the Companys Proxy Statement pursuant to Item 402 of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the Exchange Act) was approved, on an advisory basis, by the stockholders by the votes set forth in the table below:
For |
Against | Abstentions | Broker Non-Votes |
|||||||||||||
Advisory Vote on Executive Compensation |
60,284,696 | 2,195,682 | 1,130 | 7,316,639 |
Proposal 3. Advisory Vote on the Frequency of the Advisory Vote on the Compensation of the Companys Named Executive Officers
The stockholders recommended, on an advisory basis, that the frequency of the stockholder vote on the compensation of the Companys named executive officers, as required by Section 14A(a)(2) of the Exchange Act, occur every year by the votes set forth in the table below:
1 Year | 2 Years | 3 Years | Abstentions | Broker Non- Votes |
||||||||||||||||
Advisory Vote on Frequency of the Advisory Vote on the Compensation of the Companys Named Executive Officers |
47,368,704 | 561,595 | 15,223,005 | 573,060 | 7,316,639 |
In accordance with the results of the advisory vote, the Board of Directors has determined that the Company will hold an advisory vote on the compensation of the Companys named executive officers every year.
Proposal 4. Ratification of Selection of Independent Registered Public Accounting Firm
The ratification of the selection of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2011 received the following votes:
For | Against | Abstentions | Broker Non- Votes |
|||||||||||||
Ratification of KPMG LLP |
69,646,366 | 1,305,812 | 90,825 | 0 |
Based upon the votes set forth above, the selection of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2011 was duly ratified by the stockholders.
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 hereunto duly authorized.
VIROPHARMA INCORPORATED | ||||||
Date: May 24, 2011 | By: | /s/ J. Peter Wolf | ||||
J. Peter Wolf Vice President, General Counsel and Secretary |