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) June 14, 2012

 

 

SALIX PHARMACEUTICALS, LTD.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

000-23265   94-3267443
(Commission File Number)   (IRS Employer ID Number)
8510 Colonnade Center Drive, Raleigh, North Carolina 27615
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (919) 862-1000

 

 

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:

 

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

 

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

 

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

 

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

 

 

 


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

The 2012 annual meeting of stockholders for Salix Pharmaceuticals, Ltd. was held on June 14, 2012.

At the meeting, our stockholders elected five members to our board of directors for a term expiring at the annual meeting of stockholders in 2013, as follows:

 

Members   

Number

of Shares

Voted For

    

Number of

Shares Voted

Against or

Withheld

(includes

Abstentions)

    

Broker

Non-Votes

 

John F. Chappell

     46,541,658         934,313         7,849,900   

Thomas W. D’Alonzo

     44,640,746         2,835,225         7,849,900   

William P. Keane

     44,957,365         2,518,606         7,849,900   

Carolyn J. Logan

     46,990,010         485,961         7,849,900   

Mark A. Sirgo

     45,436,595         2,039,376         7,849,900   

At the meeting, our stockholders also ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012. The vote for such ratification was 53,733,079 shares for and 1,592,792 shares against (including abstentions).

At the meeting, our stockholders approved the advisory resolution approving the 2011 compensation of our named executive officers as presented in the Company’s proxy statement related to the annual meeting. The vote for such proposal was 45,136,443 shares for, 2,309,528 shares against (including abstentions) and 7,879,900 broker non-votes. The Company intends to continue holding advisory votes on executive compensation on an annual basis.

The stockholders also approved an amendment to the Salix Pharmaceuticals, Ltd. 2005 Stock Plan to increase the number of shares available for issuance under the plan by 3,000,000 shares, from 5,900,000 shares to 8,900,000 shares. The vote for such proposal was 44,711,329 shares for, 2,764,642 shares against (including abstentions) and 7,849,900 broker non-votes.


SIGNATURE

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.

 

    SALIX PHARMACEUTICALS, LTD.
Date: June 20, 2012    
   

/s/ Adam C. Derbyshire

    Adam C. Derbyshire
    Executive Vice President and Chief Financial Officer