UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 6, 2013
ALEXION PHARMACEUTICALS, INC.
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware | 000-27756 | 13-3648318 |
------------------ | ------------------ | --------------- |
(State or other jurisdiction of of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
352 Knotter Drive, Cheshire, Connecticut 06410
---------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (203) 272-2596
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): | |
¨ | 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.
Alexion Pharmaceuticals, Inc. held its Annual Meeting of Stockholders on May 6, 2013 in New Haven, Connecticut. The results of the matters voted on by the stockholders are set forth below.
1. The election of directors:
Votes For | Votes Against or Withheld | Broker Non-Votes | |||
Max Link | 164,511,744 | 6,560,957 | 6,179,834 | ||
Leonard Bell | 165,446,286 | 5,626,415 | 6,179,834 | ||
William R. Keller | 165,790,924 | 5,281,777 | 6,179,834 | ||
Joseph A. Madri | 164,192,413 | 6,880,288 | 6,179,834 | ||
Larry L. Mathis | 166,331,290 | 4,741,411 | 6,179,834 | ||
R. Douglas Norby | 164,312,167 | 6,760,534 | 6,179,834 | ||
Alvin S. Parven | 164,157,547 | 6,915,154 | 6,179,834 | ||
Andreas Rummelt | 166,528,043 | 4,544,658 | 6,179,834 | ||
Ann M. Veneman | 165,840,413 | 5,232,288 | 6,179,834 | ||
2. | The non-binding advisory vote to approve the compensation paid to Alexion’s named executive officers as described in Alexion’s 2013 proxy statement: |
Votes For | Votes Against | Abstentions | ||
150,650,744 | 20,215,326 | 206,631 | ||
3. | Approval of the Amended and Restated 2004 Incentive Plan, including an amendment to increase the number of shares of common stock available for issuance by 12 million shares: |
Votes For | Votes Against | Abstentions | ||
152,111,375 | 18,753,145 | 208,181 | ||
4. | Ratification of the appointment of PricewaterhouseCoopers LLP as Alexion's independent registered public accounting firm: |
Votes For | Votes Against | Abstentions | ||
174,112,707 | 3,021,572 | 118,256 | ||
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 hereunto duly authorized.
Date: May 10, 2013 | ALEXION PHARMACEUTICALS, INC. | |
By: /s/ Michael V. Greco Name: Michael V. Greco Title: Associate General Counsel and Corporate Secretary | ||