Attached files

file filename
EX-99.1 - EX-99.1 - BARD C R INC /NJ/d712720dex991.htm
EX-10.38 - EX-10.38 - BARD C R INC /NJ/d712720dex1038.htm

 

 

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): April 16, 2014

 

 

C. R. BARD, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

New Jersey   001-6926   22-1454160

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

730 Central Avenue

Murray Hill, New Jersey

  07974
(Address of Principal Executive Office)   (Zip Code)

(908) 277-8000

(Registrant’s Telephone Number, Including Area Code)

 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On April 16, 2014, C. R. Bard, Inc. (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company’s shareholders approved the 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated (the “LTIP”) to increase the number of shares of common stock authorized to be issued under the LTIP by 2,900,000 shares for a total of 27,125,000 authorized shares under the LTIP. The purpose of the LTIP is to provide a variety of long-term incentive awards to attract and retain qualified employees.

The material features of the LTIP are described Exhibit 99.1, which is attached hereto and which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the copy of the LTIP, which is attached hereto as Exhibit 10.38 and incorporated by reference herein.

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

(a) The registrant held its Annual Meeting of Shareholders on April 16, 2014.

(b) Described below are the matters voted upon at the Annual Meeting of Shareholders and the number of votes for and against, abstentions and broker non-votes, as applicable.

Proposal No. 1 – Each of the director nominees was elected. The results of the voting for seven Directors for a term of one year are set forth below:

 

Nominee

   Votes For    Votes Against    Abstain    Broker Non-Votes

David M. Barrett

   64,281,233       259,274    148,153    4,255,406

John C. Kelly

   64,321,650       218,949    148,061    4,255,406

David F. Melcher

   64,286,317       277,729    124,614    4,255,406

Gail K. Naughton

   64,142,480       401,518    144,662    4,255,406

John H. Weiland

   63,739,853       844,997    103,810    4,255,406

Anthony Welters

   63,418,601    1,155,147    114,912    4,255,406

Tony L. White

   63,329,049    1,243,126    116,485    4,255,406

Directors whose terms continued after the Annual Meeting of Shareholders are Marc C. Breslawsky, Herbert L. Henkel, Timothy M. Ring and Tommy G. Thompson.


Proposal No. 2 – Ratification of the appointment of KPMG LLP, as independent registered public accounting firm for fiscal year 2014 – approved.

 

For

     67,538,085   

Against

     1,271,577   

Abstain

     134,404   

Proposal No. 3 – Approval of the 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated – approved.

 

For

     38,126,247   

Against

     26,359,614   

Abstain

     202,799   

Broker non-votes

     4,255,406   

Proposal No. 4 – Approval of certain provisions of the Executive Bonus Plan of C. R. Bard, Inc. – approved.

 

For

     62,655,401   

Against

     1,846,569   

Abstain

     186,583   

Broker non-votes

     4,255,513   

Proposal No. 5 – Approval of the compensation of our named executive officers, on an advisory basis – approved.

 

For

     62,847,659   

Against

     1,610,989   

Abstain

     229,905   

Broker non-votes

     4,255,513   

Proposal No. 6 – Shareholder proposal relating to sustainability reporting on environmental, social and governance (ESG) business practices – not approved.

 

For

     23,162,174   

Against

     38,493,405   

Abstain

     3,033,081   

Broker non-votes

     4,255,406   

Proposal No. 7 – Shareholder proposal relating to separating the Chair and CEO roles – not approved.

 

For

     22,952,253   

Against

     41,567,492   

Abstain

     168,915   

Broker non-votes

     4,255,406   


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit 10.38*    2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated.
Exhibit 99.1    Description of the 2012 Long Term Incentive Plan of C. R. Bard, Inc. as amended and restated.

 

* This exhibit constitutes a management contract or a compensatory plan or arrangement.


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.

 

   C. R. BARD, INC.
   (Registrant)
Date: April 17, 2014   

/s/ Peter M. Kreindler

  

Peter M. Kreindler

Senior Vice President, General Counsel

and Secretary


INDEX TO EXHIBITS

 

Exhibit 10.38    2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated.
Exhibit 99.1    Description of the 2012 Long Term Incentive Plan of C. R. Bard, Inc. as amended and restated.