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RX > SEC Filings for RX > Form 8-K on 10-Mar-2009All Recent SEC Filings

Show all filings for IMS HEALTH INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for IMS HEALTH INC


10-Mar-2009

Change in Directors or Principal Officers, Financial Statements and Exhibits


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

On March 9, 2009, the Board of Directors of IMS Health Incorporated (the "Company") appointed Bradley T. Sheares to the Board of Directors of the Company, effective April 21, 2009, to serve until the 2009 annual meeting of shareholders. Dr. Sheares is the former chief executive officer and a former member of the Board of Directors of Reliant Pharmaceuticals, Inc., a pharmaceutical company that marketed a portfolio of branded cardiovascular medicines. Dr. Sheares has not been assigned to a committee of the Company's Board of Directors as of the date of this report.

Dr. Sheares will receive non-employee director remuneration in accordance with the Company's standard remuneration policies for non-employee directors. In accordance with those policies, Dr. Sheares will receive a one-time grant of restricted stock units with a value of $40,000 on April 21, 2009. This award is subject to a risk of forfeiture for five years but restrictions lapse upon death, disability or upon termination in other circumstances as determined by the Company's Human Resources Committee. Dividend equivalents will be credited on the restricted stock units and payable at settlement of the award. Dr. Sheares will receive other remuneration for service as a director in accordance with the Company's standard policies, including an annual retainer at a rate of $45,000 per year, together with meeting fees of $1,500 for each board and committee meeting he attends. If current policies remain in effect, he will be eligible to receive an annual grant of 2,620 restricted stock units as well as an annual grant of restricted stock units with a value of $70,000 in April 2009. The current policy regarding such annual grants and other policies regarding non-employee director remuneration are described in the Company's Definitive Proxy Statement filed under Schedule 14A on March 28, 2008, which description is hereby incorporated by reference into this Item 5.02.

Dr. Sheares has no arrangement or understanding with any person regarding his selection as a director of the Company. Dr. Sheares does not have any related person transactions with the Company reportable under Item 404(a) of Regulation S-K.

A copy of the Company's press release dated March 10, 2009 announcing the appointment of Dr. Sheares as a director of the Company is filed as Exhibit 99.1 hereto and incorporated by reference into this Item 5.02.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press release issued by IMS Health Incorporated, dated March 10, 2009.


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