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AMRI > SEC Filings for AMRI > Form 8-K on 6-Jun-2013All 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


6-Jun-2013

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 5, 2013. At the Annual Meeting, the Company's stockholders (1) elected Veronica G.H. Jordan, Ph.D. and Thomas E. D'Ambra. Ph.D. to serve as Class III directors of the Company to serve until the 2016 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal; (2) ratified the Company's selection of KPMG LLP as the independent registered public accounting firm for the 2013 fiscal year; (3) approved the Company's Second Amended 1998 Employee Stock Purchase Plan; (4) approved the Company's Second Amended 2008 Stock Option and Incentive Plan; and (5) approved the compensation of the Company's named executive officers through an advisory vote.

Proxies for the 2013 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 31,418,326 shares of the Company's common stock entitled to vote at the Annual Meeting and a total of 26,891,034 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, each of the nominated Class III directors that stood for reelection were elected to the Board of Directors and will serve as directors until the 2016 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Below is the tabulation for each nominee:

                                                                Broker Non-
Director Nominee                  For            Withheld           Vote
Veronica G.H. Jordan, Ph.D.     12,680,850       10,370,683        3,839,501
Thomas E. D'Ambra, Ph.D.        13,874,866       9,176,667         3,839,501

Proposal 2. Ratification of Selection of Independent Auditors

The appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2013 fiscal year was ratified. The results of the voting included 26,771,216 votes for, 77,149 votes against, and 42,669 votes abstained.

Proposal 3. Approval of the Second Amended 1998 Employee Stock Purchase Plan

The Company's Second Amended 1998 Employee Stock Purchase Plan was approved. The results of the voting included 22,222,693 votes for, 790,682 votes against, 38,158 votes abstained and 3,839,501 broker non-votes.


Proposal 4. Approval of the Second Amended 2008 Stock Option and Incentive Plan

The Company's Second Amended 2008 Stock Option and Incentive Plan was approved. The results of the voting included 21,653,672 votes for, 1,356,193 votes against, 41,668 votes abstained and 3,839,501 broker non- votes.

Proposal 5. 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 22,678,926 votes for, 330,120 votes against, 42,487 votes abstained and 3,839,501 broker non- votes.

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