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AMRI > SEC Filings for AMRI > Form 8-K on 7-Jun-2012All Recent SEC Filings

Show all filings for ALBANY MOLECULAR RESEARCH INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ALBANY MOLECULAR RESEARCH INC


7-Jun-2012

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on June 6, 2012. At the Annual Meeting, the Company's stockholders (1) elected Kevin O'Connor to serve as Class II director until the 2015 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal, (2) ratified the Company's selection of KPMG LLP as its independent registered public accounting firm for the 2012 fiscal year; and (3) approved the compensation of the Company's named executive officers through an advisory vote.

Proxies for the 2012 Annual Meeting were solicited by the Company's Board of Directors pursuant to Section 14(a) of the Securities Exchange Act, and there were no solicitations in opposition to the Board's solicitation. There were 30,770,993 shares of the Company's common stock entitled to vote at the Annual Meeting and a total of 25,329,608 shares of common stock were represented at the Annual Meeting in person or by proxy. The final voting results, consisting of the number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon, are set forth below.

Proposal 1. Election of Directors

Based on the proxies previously submitted and any ballots received at the Annual Meeting, the nominated Class II director that stood for reelection was elected to the Board of Directors and will serve as director until the 2015 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal. Below is the tabulation for the nominee:

                                                    Broker Non-
Director Nominee       For           Withheld           Vote
Kevin O'Connor       17,961,453       1,492,086        5,876,069

Proposal 2. Ratification of Selection of Independent Auditors

The appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2012 fiscal year was ratified. The results of the voting included 25,261,862 votes for, 54,204 votes against, and 13,542 votes abstained.

Proposal 3. Advisory Vote Regarding Compensation of the Company's Named Executive Officers

The compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation table and narrative discussion, was approved in an advisory vote. The results of the voting included 17,144,805 votes for, 2,264,959 votes against, 43,775 votes abstained and 5,876,069 broker non- votes.

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