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): May 8, 2014

 

 

QUINTILES TRANSNATIONAL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

North Carolina   001-35907   27-1341991

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4820 Emperor Blvd.

Durham, North Carolina

  27703
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (919) 998-2000

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:

 

¨ 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.

On May 8, 2014, Quintiles Transnational Holdings Inc. (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Meeting”) to (i) elect four Class I directors and one Class III director; (ii) hold an advisory (non-binding) vote to approve executive compensation; (iii) hold an advisory (non-binding) vote on the frequency of future shareholder advisory votes on executive compensation; (iv) approve the Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan; and (v) ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014. For more information about the foregoing matters, see the Company’s proxy statement filed with the Securities and Exchange Commission on March 31, 2014.

As of March 20, 2014, the record date for the Meeting, there were 130,035,627 shares of common stock outstanding and entitled to vote on all matters. At the Meeting, 124,405,635 shares of common stock eligible to vote were represented in person or by proxy, constituting a quorum. The certified results of the matters voted on at the Meeting are set forth below.

Proposal No. 1 – The election of four Class I directors and one Class III director.

The election of four Class I directors:

 

Nominee

 

For

 

Withheld

 

Broker Non-Vote

Dennis B. Gillings, CBE, Ph.D.

  94,802,438   23,795,475   5,807,722

Jonathan J. Coslet

  88,834,241   29,763,672   5,807,722

Michael J. Evanisko

  117,878,494   719,419   5,807,722

Christopher R. Gordon

  94,389,101   24,208,812   5,807,722

The election of one Class III director:

 

Nominee

 

For

 

Withheld

 

Broker Non-Vote

Richard Relyea

  94,073,036   24,524,877   5,807,722

All director nominees were duly elected.

Proposal No. 2 – Approval, on an advisory (non-binding) basis, of the resolution regarding executive compensation.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

95,539,741

  22,770,144   288,028   5,807,722

This proposal was approved on an advisory (non-binding) basis.


Proposal No. 3 – Approval, on an advisory (non-binding) basis, of the frequency of future shareholder advisory votes on executive compensation.

 

One Year

 

Two Years

 

Three Years

 

Abstain

96,754,615

  153,749   1,104,956   20,584,593

The shareholders approved, on an advisory (non-binding) basis, an annual shareholder advisory vote on executive compensation. In light of these results, which are consistent with the Company’s recommendation, the Company will hold an advisory (non-binding) vote on executive compensation each year until such time as the next advisory (non-binding) vote regarding the frequency of advisory (non-binding) votes on executive compensation is submitted to the Company’s shareholders.

Proposal No. 4 – Approval of the Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

118,183,434

  172,675   241,804   5,807,722

This proposal was approved.

Proposal No. 5 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.

 

For

 

Against

 

Abstain

124,309,936

  62,419   33,280

This proposal was approved.


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 12, 2014     QUINTILES TRANSNATIONAL HOLDINGS INC.
    By:  

/s/ James H. Erlinger III

      James H. Erlinger III
      Executive Vice President, General Counsel and Secretary