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BCR > SEC Filings for BCR > Form 8-K on 19-Apr-2013All Recent SEC Filings

Show all filings for BARD C R INC /NJ/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BARD C R INC /NJ/


Change in Directors or Principal Officers, Submission of Matters to a Vote of S

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

(e) On April 17, 2013, C. R. Bard, Inc. (the "Company") held its 2013 Annual Meeting of Shareholders (the "Annual Meeting"), at which the Company's shareholders approved the 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated (the "LTIP") to increase the number of shares of common stock authorized to be issued under the LTIP by 2,000,000 shares for a total of 24,225,000 authorized shares under the LTIP. The purpose of the LTIP is to provide a variety of long-term incentive awards to attract and retain qualified employees.

The material features of the LTIP are described Exhibit 99.1, which is attached hereto and which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the copy of the LTIP, which is attached hereto as Exhibit 10.34 and incorporated by reference herein.

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

(a) The registrant held its Annual Meeting of Shareholders on April 17, 2013.

(b) Described below are the matters voted upon at the Annual Meeting of Shareholders and the number of votes for and against, abstentions and broker non-votes, as applicable.

Proposal No. 1 - Each of the director nominees were elected. The results of the voting for three Directors for a term of one year are set forth below:

   Nominee             Votes For        Votes Against      Abstain       Broker Non-Votes
   David M. Barrett     66,554,457             724,096       68,599              4,937,337
   Anthony Welters      65,381,543           1,898,416       67,193              4,937,337
   Tony L. White        65,647,992           1,635,456       63,704              4,937,337

Directors whose terms continued after the Annual Meeting of Shareholders are Marc C. Breslawsky, Herbert L. Henkel, John C. Kelly, Gail K. Naughton, Timothy M. Ring, Tommy G. Thompson and John H. Weiland.

Proposal No. 2 - Ratification of the appointment of KPMG LLP, as independent registered public accounting firm for fiscal year 2013 - approved.

                              For         70,562,089
                              Against      1,629,077
                              Abstain         93,323

Proposal No. 3 - Approval of the 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated - approved.

                         For                  50,505,236
                         Against              16,723,598
                         Abstain                 118,318
                         Broker non-votes      4,937,337

Proposal No. 4 - Approval of the compensation of our named executive officers, on an advisory basis - approved.

                         For                  64,462,975
                         Against               2,371,193
                         Abstain                 512,984
                         Broker non-votes      4,937,337

Proposal No. 5 - Shareholder proposal relating to sustainability reporting on environmental, social and governance (ESG) business practices - not approved.

                         For                  22,486,274
                         Against              41,911,896
                         Abstain               2,948,982
                         Broker non-votes      4,937,337

Proposal No. 6 - Shareholder proposal relating to separating the Chair and CEO roles - not approved.

                         For                  24,325,591
                         Against              42,457,438
                         Abstain                 564,123
                         Broker non-votes      4,937,337

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.34*     2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended
                   and restated.

Exhibit 99.1       Description of 2012 Long Term Incentive Plan of C. R. Bard, Inc.
                   as amended and restated.

* This exhibit constitutes a management contract or a compensatory plan or arrangement.

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