UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2013 (May 22, 2013)
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ENDO HEALTH SOLUTIONS INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | 001-15989 | 13-4022871 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1400 Atwater Drive, Malvern, Pennsylvania | 19355 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (484) 216-0000
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 obligation of the registrant under any of the following provisions:
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 5.07. Submission of Matters to a Vote of Security Holders.
(a) On May 22, 2013, the Company held its Annual Meeting of Stockholders.
(b) Stockholders voted on the matters set forth below.
1. | The proposal to elect ten directors, representing all of the members of the Board of Directors of the Company, to serve until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified was approved based upon the following votes: |
Nominee | Votes For Approval | Votes Against | Abstentions | Broker Non-Votes | ||||
Roger H. Kimmel | 95,895,951 | 370,123 | 14,226 | 7,193,513 | ||||
Rajiv De Silva | 96,101,516 | 165,325 | 13,459 | 7,193,513 | ||||
John J. Delucca | 96,148,354 | 118,462 | 13,484 | 7,193,513 | ||||
Nancy J. Hutson, Ph.D. | 96,131,692 | 136,165 | 12,443 | 7,193,513 | ||||
Michael Hyatt | 95,899,474 | 365,283 | 15,543 | 7,193,513 | ||||
William P. Montague | 96,142,582 | 122,033 | 15,685 | 7,193,513 | ||||
David B. Nash, M.D., M.B.A. | 96,156,536 | 107,589 | 16,175 | 7,193,513 | ||||
Joseph C. Scodari | 96,157,454 | 109,394 | 13,452 | 7,193,513 | ||||
Jill D. Smith | 96,081,659 | 186,197 | 12,444 | 7,193,513 | ||||
William F. Spengler | 96,151,804 | 112,920 | 15,576 | 7,193,513 |
2. | The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013 was approved based upon the following votes: |
Votes for approval | 102,033,363 | |
Votes against | 1,362,169 | |
Abstentions | 78,281 |
3. | The proposal to approve, by advisory vote, named executive officer compensation was approved based upon the following votes: |
Votes for approval | 87,484,051 | |
Votes against | 8,339,250 | |
Abstentions | 456,999 | |
Broker non-votes | 7,193,513 |
4. | Such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof: |
None.
(c) Not applicable.
(d) Not applicable.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
None.
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.
ENDO HEALTH SOLUTIONS INC. | |
(Registrant) | |
By: | /s/ CAROLINE B. MANOGUE |
Name: | Caroline B. Manogue |
Title: | Executive Vice President, Chief Legal Officer & Secretary |
Dated: May 23, 2013