UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2017
Patheon N.V.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation)
001-37837 | 98-1153534 |
(Commission File Number) | (IRS Employer Identification No.) |
Evert van de Beekstraat 104 | |
1118 CN Amsterdam Schiphol | |
The Netherlands | N.A. |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: +31 (0)20 622 3243
N.A.
(Former name or former address, if changed since last report)
(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
(See General Instruction A.2 below):
(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.
Submission of Matters to a Vote of Security Holders.
The following matters were voted upon and adopted at the 2017 Annual Meeting of Shareholders of Patheon N.V. (the "Company") held on March 7, 2017:
1.Appointment of the following persons as directors of our Board:
Nominee | For | Against | Abstain | Broker Non-Votes | |
(1a) | James C. Mullen | 134,850,968 | 6,398,027 | 37,875 | 503,364 |
(1b) | Stephan B. Tanda | 134,321,524 | 6,927,471 | 37,875 | 503,364 |
(1c) | Jeffrey P. McMullen | 130,706,987 | 10,541,923 | 37,960 | 503,364 |
(1d) | Gary P. Pisano | 134,469,958 | 6,778,941 | 37,971 | 503,364 |
(1e) | Charles I. Cogut | 133,994,909 | 7,254,001 | 37,960 | 503,364 |
2. Approval, by non-binding vote, of the compensation of the Company's named executive officers.
For | 136,604,794 | |
Against | 4,646,141 | |
Abstain | 35,935 | |
Broker Non-Votes | 503,364 | |
3. Approval, by non-binding vote, of the frequency of the advisory vote on executive compensation.
1 year | 141,050,520 | |
2 years | 5,726 | |
3 years | 195,012 | |
Abstain | 35,612 | |
Broker Non-Votes | 503,364 | |
4. Approval of the adoption of the financial statements for the fiscal year 2016.
For | 141,550,260 | |
Against | 300 | |
Abstain | 239,674 | |
Broker Non-Votes | 0 | |
5. Discharge from liability of the members of our Board of Directors in respect of the exercise of their duties for the fiscal year 2016.
For | 141,211,975 | |
Against | 37,323 | |
Abstain | 37,572 | |
Broker Non-Votes | 503,364 | |
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6. Appointment of Ernst & Young LLP as the Company's independent registered public accounting firm and our statutory auditor for the fiscal year ending October 31, 2017.
For | 141,733,371 | |
Against | 21,516 | |
Abstain | 35,347 | |
Broker Non-Votes | 0 | |
7. Re-authorization of our Board of Directors to acquire shares in the Company's own capital until September 7, 2018.
For | 127,548,666 | |
Against | 14,221,795 | |
Abstain | 19,773 | |
Broker Non-Votes | 0 | |
8. Re-authorization of our Board of Directors to grant or issue (rights to acquire) shares until March 7, 2022.
For | 129,168,278 | |
Against | 12,604,679 | |
Abstain | 17,277 | |
Broker Non-Votes | 0 | |
9. Re-authorization of our Board of Directors to limit or exclude preemptive rights in respect of a grant or issue of (rights to acquire) shares.
For | 128,950,523 | |
Against | 12,335,456 | |
Abstain | 891 | |
Broker Non-Votes | 503,364 | |
10. Authorization of an amendment to the Company's 2016 Omnibus Incentive Plan.
For | 131,111,408 | |
Against | 10,139,069 | |
Abstain | 36,393 | |
Broker Non-Votes | 503,364 | |
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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.
PATHEON N.V. | |||
Date: March 9, 2017 | By: /s/ Eric Sherbet | ||
Name: Eric Sherbet Title: General Counsel and Secretary | |||
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