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Quotes & Info
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| MYGN > SEC Filings for MYGN > Form 8-K on 7-Dec-2012 | All Recent SEC Filings |
7-Dec-2012
Change in Directors or Principal Officers, Submission of Matters to a Vote of
(e) On December 5, 2012, at our annual meeting of stockholders, our stockholders approved an amendment to our 2010 Employee, Director and Consultant Equity Incentive Plan, as amended, (the "2010 Plan"), to increase the number of shares of common stock available for grant of awards under the 2010 Plan to an aggregate of 4,500,000 shares. A description of the material features of the 2010 Plan and related matters are set forth in our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 12, 2012, under the heading "Proposal 2: Approval of Amendments to Our 2010 Employee, Director and Consultant Equity Incentive Plan," and is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the 2010 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
On December 5, 2012, at our annual meeting of stockholders, our stockholders also approved our 2012 Employee Stock Purchase Plan (the "Purchase Plan"), which provides employees with the opportunity to purchase up to 2,000,000 shares of our common stock, at a discount, on a tax-favored basis through payroll deductions in compliance with Section 423 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The Purchase Plan replaces our existing Employee Stock Purchase Plan, as amended, which terminated upon approval of the Purchase Plan at the annual meeting. A description of the material features of the Purchase Plan and related matters are set forth in our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 12, 2012, under the heading "Proposal 3: Approval of the 2012 Employee Stock Purchase Plan," and is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the Purchase Plan, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
On December 5, 2012, at our annual meeting of stockholders, our stockholders
also approved our 2013 Executive Incentive Plan (the "Incentive Plan"), which
provides for incentive compensation to our key officers and employees, who, from
time to time may be selected for participation. The Incentive Plan is intended
to provide incentives and rewards for the contributions of such employees toward
the successful achievement of our financial and business goals established for
the applicable performance period. Payments pursuant to the Incentive Plan are
intended to qualify as "performance-based compensation" within the meaning of
Section 162(m) of the Internal Revenue Code. A description of the material
features of the Incentive Plan and related matters are set forth in our
definitive proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on October 12, 2012, under the heading "Proposal 4: Approval
of the 2013 Executive Incentive Plan," and is incorporated herein by reference.
Such description is qualified in its entirety by reference to the actual terms
of the Purchase Plan, a copy of which is filed as Exhibit 10.3 to this Current
Report on Form 8-K.
(a) On December 5, 2012, we held our annual meeting of stockholders. Of the 81,465,468 shares of common stock issued and outstanding and eligible to vote as of the record date of October 8, 2012, a quorum of 70,054,115 shares, or approximately 85.99 % of the eligible shares, was present in person or represented by proxy.
(b) At our annual meeting of stockholders, the following proposals were approved by our stockholders:
• The election of John T. Henderson, M.D. and S. Louise Phanstiel to serve on our Board of Directors for three-year terms expiring at the 2015 Annual Meeting of Stockholders, and until their successors have been elected and qualified, or until their earlier death, resignation, retirement or removal;
• The amendment of our 2010 Employee, Director and Consultant Equity Incentive Plan, as amended, to set the number of shares of common stock available for the grant of awards to an aggregate of 4,500,000 shares;
• The adoption of our 2013 Executive Incentive Plan to provide for incentive compensation to our key officers and employees, who, from time to time may be selected for participation, which compensation is intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended;
• The ratification of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending June 30, 2013; and
• The compensation of our named executive officers as disclosed in the proxy statement (on a non-binding, advisory basis).
The final voting results on these matters were as follows:
1. Election of Directors:
Name Votes For Votes Withheld Broker Non-Votes
John T. Henderson, M.D. 60,917,659 5,000,304 4,136,152
S. Louise Phanstiel 63,439,327 2,478,636 4,136,152
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2. Approval of an amendment to our 2010 Employee, Director and Consultant Equity Incentive Plan, as amended, to set the number of shares of common stock available for the grant of awards to an aggregate of 4,500,000 shares:
45,553,673 20,300,653 63,637 4,136,152
3. The adoption of our 2012 Employee Stock Purchase Plan to provide employees with the opportunity to purchase up to 2,000,000 shares of our common stock, at a discount, on a tax-favored basis through payroll deductions in compliance with Section 423 of the Internal Revenue Code of 1986, as amended:
63,374,804 2,470,813 72,346 4,136,152
4. The adoption of our 2013 Executive Incentive Plan to provide for incentive compensation to our key officers and employees, who, from time to time may be selected for participation, which compensation is intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended:
63,043,723 2,803,646 70,594 4,136,152
5. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending June 30, 2013:
59,902,522 5,919,426 96,015 4,136,152
(d) Exhibits.
10.1+ Myriad Genetics, Inc. 2010 Employee, Director and Consultant Equity
Incentive Plan, as amended
10.2+ Myriad Genetics, Inc. 2012 Employee Stock Purchase Plan
10.3+ Myriad Genetics, Inc. 2013 Executive Incentive Plan
(+) Management contract or compensatory plan arrangement
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