UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2012
PAREXEL International Corporation |
(Exact name of registrant as specified in charter)
Massachusetts | 0-27058 | 04-2776269 |
(State or other juris- diction of incorporation | (Commission File Number) | (IRS Employer Identification No.) |
195 West Street, Waltham, Massachusetts | 02451 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 487-9900
Not applicable. |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations for the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] 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.
(a) | On December 6, 2012, we held our 2012 annual meeting of shareholders. |
(b) | At our 2012 annual meeting of shareholders, our shareholders approved the following proposals by the votes specified below: |
1. | to elect the following persons to serve as directors for a three-year term continuing until the annual meeting of shareholders in 2015 and until their successors are elected and qualified: |
Director Nominees | Class | Term Expires | For | Withheld | Broker Non-Votes | |||||
Eduard E. Holdener | II | 2015 | 50,807,846 | 1,783,408 | 3,356,527 | |||||
Richard L. Love | II | 2015 | 50,217,383 | 2,373,871 | 3,356,527 | |||||
2. | to approve, in an advisory vote, the compensation of our named executive officers as presented in the proxy statement: |
For | Against | Abstain | Broker Non-Votes | |||
49,462,856 | 3,047,416 | 80,982 | 3,356,527 | |||
3. | to approve an amendment to the Company’s 2010 Stock Incentive Plan to increase the maximum number of shares available for issuance by 3,000,000: |
For | Against | Abstain | Broker Non-Votes | |||
46,350,141 | 5,891,134 | 349,979 | 3,356,527 | |||
4. | to approve an amendment to the Company’s Restated Articles of Organization, as amended, to increase the number of authorized shares of common stock, $.01 par value per share, from 75,000,000 to 150,000,000: |
For | Against | Abstain | Broker Non-Votes | |||
39,497,171 | 16,107,578 | 343,032 | -0- | |||
5. | to ratify of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013: |
For | Against | Abstain | Broker Non-Votes | |||
54,107,553 | 1,838,044 | 2,184 | -0- | |||
(c) | Not applicable. |
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.
Date: December 12, 2012 | PAREXEL International Corporation |
By: | /s/ James F. Winschel, Jr. |
James F. Winschel, Jr. Senior Vice President and CFO | |