On May 16, 2012, at our 2012 annual meeting of shareholders, our shareholders approved (i) an amendment to our Amended and Restated 2006 Stock and Option Plan that increases the number of shares of common stock authorized for issuance under this plan by 3,000,000 and (ii) an amendment to our Employee Stock Purchase Plan that increases the number of shares of common stock authorized for issuance under this plan by 2,500,000.

Our annual meeting of shareholders was held on May 16, 2012. Our shareholders elected Jeffrey M. Leiden and Bruce I. Sachs to serve on our board of directors until the annual meeting of shareholders to be held in 2015. The tabulation of votes with respect to the election of such directors was as follows:

                        For        Withheld    Non-votes
Jeffrey M. Leiden   169,497,477    6,106,443   11,049,913
Bruce I. Sachs      164,419,983   11,183,937   11,049,913

In addition, our shareholders (i) approved the amendment to our Amended and Restated 2006 Stock and Option Plan, (ii) approved the amendment to our Employee Stock Purchase Plan, (iii) ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2012 and (iv) approved, by a non-binding advisory vote, the executive compensation program for our named executive officers. The tabulation of votes with respect to these proposals was as follows:

                                        For         Against       Abstain     Non-Votes
Amendment to our Amended and
Restated 2006 Stock and Option
Plan                                 96,998,273    78,543,818       61,829    11,049,913
Amendment to our Employee Stock
Purchase Plan                       172,995,195     2,545,092       63,633    11,049,913
Ratification of our Independent
Registered Public Accounting
Firm                                183,016,192     3,474,624      163,017             0
Approval of our Executive
Compensation Program                 90,039,765    85,432,217      131,938    11,049,913

Our board of directors plans to carefully consider the outcome of the advisory vote on executive compensation and our discussions with and feedback from shareholders in making future decisions regarding our overall executive compensation program and practices.