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| HSP > SEC Filings for HSP > Form 8-K on 18-May-2009 | All Recent SEC Filings |
18-May-2009
Change in Directors or Principal Officers, Other Events
On May 14, 2009, at the annual meeting of shareholders, the shareholders of Hospira, Inc. approved amendments to the Hospira 2004 Long-Term Stock Incentive Plan ("2004 Stock Plan"). Amendments to the 2004 Stock Plan were adopted by Hospira's Board of Directors on March 3, 2009, subject to shareholder approval at the annual meeting.
The 2004 Stock Plan is administered by the Compensation Committee and provides for the grant of stock option awards, stock appreciation rights, restricted stock awards and other cash and stock-based awards to our employees and directors, including our executive officers. The 2004 Stock Plan was amended to extend the term of the 2004 Stock Plan by 10 years to May 14, 2019, and to increase the number of shares that may be granted during the life of the 2004 Stock Plan by 13,000,000 shares. Other amendments were made to the 2004 Stock Plan to ensure that it conforms to best practices.
For a more detailed description of the 2004 Stock Plan, as amended, see Hospira's 2009 Proxy Statement, filed with the Securities and Exchange Commission on March 30, 2009. The foregoing description of the 2004 Stock Plan, as amended, is qualified in its entirety by the full text of the plan, which was included as Exhibit A to the 2009 Proxy Statement and is incorporated by reference into this Current Report on Form 8-K as Exhibit 10.1.
At the annual meeting of shareholders on May 14, 2009, the following matters were acted upon:
† Christopher B. Begley, Barbara L. Bowles, Roger W. Hale, and John C. Staley were elected to Hospira's board of directors, with a term expiring at the 2012 annual meeting and Heino von Prondzynski was elected to Hospira's board of directors, with a term expiring at the 2010 annual meeting.
† The appointment of Deloitte & Touche LLP as Hospira's auditors for 2009 was ratified.
† As summarized in Item 5.02 above, the amendments to the Hospira 2004 Long-Term Stock Incentive Plan were approved.
The voting results on each proposal are as follows:
1. Election of Directors
For Withhold
Christopher B. Begley 136,973,408 4,054,898
Barbara L. Bowles 137,860,541 3,167,765
Roger W. Hale 137,416,748 3,611,558
John C. Staley 137,888,934 3,139,372
Heino von Prondzynski 138,143,094 2,885,212
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2. Ratification of Auditors
For Against Abstain
140,619,079 285,015 124,212
3. Approval of Amendments to Hospira's 2004 Long-Term Stock
Incentive Plan
For Against Abstain
98,913,087 27,998,751 235,961
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
Exhibit No. Exhibit
10.1 Hospira 2004 Long-Term Stock Incentive Plan (As Amended Effective
as of May 14, 2009) (incorporated by reference to Exhibit A to
Hospira's Definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on March 30, 2009).
10.2 Form of Notice of Award and Award Agreement for Restricted Stock
Units and Election Deferral Form (incorporated by reference to
Exhibit 10.1 to Hospira's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 2009).
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