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LIFE > SEC Filings for LIFE > Form 8-K on 24-Apr-2013All Recent SEC Filings

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Form 8-K for LIFE TECHNOLOGIES CORP


24-Apr-2013

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


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

In conjunction with the Annual Meeting of Stockholders (the "Annual Meeting") of Life Technologies Corporation (the "Company") held on April 24, 2013, Arnold J. Levine, Ph.D. retired from the Board of Directors (the "Board") immediately following the Annual Meeting in accordance with the retirement policy set forth in the Company's Corporate Governance Principles, which provides that the Board only nominate directors who will be 72 years of age or younger on the date of election.

In conjunction with the Annual Meeting of the Company held on April 24, 2013, Bradley G. Lorimier retired from the Board immediately following the Annual Meeting in order to pursue other matters.



Item 5.07 Submission to a Vote of Security Holders

(a) On April 24, 2013, the Company held its Annual Meeting. The Company filed its Definitive Proxy Statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on March 15, 2013.

(b) As of March 6, 2013, the record date for the Annual Meeting, 170,950,970 shares of the Company's common stock were issued and outstanding. A quorum of 137,120,658 shares of common stock were present or represented at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:

1. The following members of the Board were elected as directors to serve until the 2014 annual meeting of stockholders and until their respective successors are elected and qualified.

                                                 Total Votes
                          Total Votes For         Against                           Broker
                           Each Director        Each Director       Abstain       Non-Votes

George F. Adam, Jr.            123,684,935             274,676       149,962       13,011,084

Raymond V. Dittamore           121,846,730           2,112,913       149,930       13,011,084

Donald W. Grimm                121,636,063           2,318,716       154,794       13,011,084

Craig J. Mundie                123,669,814             284,996       154,763       13,011,084

Ora H. Pescovitz, M.D.         122,254,631           1,706,307       148,635       13,011,084

Per A. Peterson, Ph.D.         123,731,382             224,954       153,237       13,011,084

2. Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2013.

For Against Abstain 135,702,216 1,238,650 179,792

3. The approval of an advisory resolution regarding the compensation of the Company's named executive officers for the fiscal year ended December 31, 2012. In accordance with the Company's Bylaws and as disclosed in the Company's 2013 Proxy Statement, neither abstentions nor broker non-votes have any effect upon the outcome of voting for this advisory vote. The advisory resolution regarding the compensation of the Company's named executive officers for the fiscal year ended December 31, 2012 received approximately 88% of the affirmative vote of the votes cast (which excludes abstentions and broker non-votes).

For Against Abstain Broker Non-Votes 109,090,881 14,631,161 387,530 13,011,085

4. The approval of the Company's 2013 Equity Incentive Plan. In accordance with the Company's Bylaws and as disclosed in the Company's 2013 Proxy Statement, neither abstentions nor broker non-votes have any effect upon the outcome of voting for the approval of the 2013 Equity Incentive Plan. The approval of the 2013 Equity Incentive Plan received approximately 94% of the affirmative vote of the votes cast (which excludes abstentions and broker non-votes).

For Against Abstain Broker Non-Votes 116,022,785 7,871,779 215,007 13,011,086


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