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| ALR > SEC Filings for ALR > Form 8-K on 17-Jul-2012 | All Recent SEC Filings |
17-Jul-2012
Material Modification to Rights of Security Holders, Submission of Matters to a Vote o
On July 11, 2012, the stockholders of Alere Inc. (the "Company") voted to approve an amendment to the Company's certificate of incorporation to declassify the Company's board of directors. The amendment was filed on July 12, 2012.
Under the certificate of incorporation as amended, commencing with the class of directors standing for election at the Company's annual meeting of stockholders in 2013, directors will stand for election for terms expiring at the next succeeding annual meeting. All of the Company's current directors will continue to serve until the end of their current terms of office, which end in either 2013, 2014 or 2015. Beginning with our annual meeting of stockholders in 2015, all directors will be elected annually.
Directors may be removed, with or without cause, by the affirmative votes of the holders of a majority of the shares of the Company's outstanding capital stock then entitled to vote at an election of directors. However, the removal of directors who are in office immediately before the 2013 annual meeting of stockholders whose term expires at the annual meeting of stockholders in calendar year 2014 or calendar year 2015 would continue to be subject to removal under the standards in effect prior to the amendment of the certificate of incorporation until the 2015 annual meeting of stockholders.
The Company held its Annual Meeting of Stockholders ("Annual Meeting") on July 11, 2012. The proposals voted upon at the Annual Meeting, and the results of the voting, were as follows:
1. Election of Directors.
Director Nominee Votes For Votes Withheld Broker Non-Votes
Carol R. Goldberg 64,797,711 842,611 7,702,979
James Roosevelt, Jr. 65,087,857 552,465 7,702,979
Ron Zwanziger 64,339,002 1,301,320 7,702,979
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2. Approval of an amendment to Alere Inc.'s Amended and Restated Certificate of Incorporation to declassify the Board of Directors.
Votes For Votes Against Abstentions Broker Non-Votes 65,341,584 250,782 47, 956 7,702,979
3. Approval of increase to the number of shares of common stock available for issuance under the Alere Inc. 2010 Stock Option and Incentive Plan by 2,000,000, from 3,153,663 to 5,153,663.
Votes For Votes Against Abstentions Broker Non-Votes 60,193,312 5,406,401 40,609 7,702,979
4. Approval of option grants to certain executives.
Votes For Votes Against Abstentions Broker Non-Votes 61,187,220 4,418,276 34,826 7,702,979
5. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.
Votes For Votes Against Abstentions Broker Non-Votes 72,481,913 820,219 41,169 0
6. Advisory vote on executive compensation.
Votes For Votes Against Abstentions Broker Non-Votes 64,867,976 655,086 117,260 7,702,979
(c) Exhibits
Exhibit No. Description
3.1 Fourth Amendment to the Amended and Restated Certificate of
Incorporation of Alere Inc.
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