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HSP > SEC Filings for HSP > Form 8-K on 18-May-2009All Recent SEC Filings

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Form 8-K for HOSPIRA INC


18-May-2009

Change in Directors or Principal Officers, Other Events


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

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.



Item 8.01 Other Events

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

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

(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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