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QLTI > SEC Filings for QLTI > Form 8-K on 19-Jun-2013All Recent SEC Filings

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Form 8-K for QLT INC/BC


19-Jun-2013

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


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

On June 14, 2013, the Company's shareholders approved the amended and restated QLT 2000 Incentive Stock Plan (the "Restated Plan") at the Company's Annual General and Special Meeting (the "Annual Meeting"), which previously had been approved by the Company's Board of Directors, subject to shareholder approval. For a description of the Restated Plan, see Proposal No. 5, "Approval of the Amended and Restated Incentive Stock Plan" in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on May 22, 2013 (the "Proxy Statement"). Such description, which is qualified in its entirety by reference to the Restated Plan attached as Exhibit 10.70 hereto, is incorporated by reference to this Item 5.02.



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

The following provides a summary of votes cast for the proposals on which the shareholders of the Company voted at the Annual Meeting held on June 14, 2013.

Proposal 1. The seven nominees for director were elected to serve terms of one year until the next annual meeting of shareholders and the election of their successors, as follows:

Director Nominee            For       Withheld    Broker Non-Votes
Jason M. Aryeh           26,732,726   7,567,806      5,298,749
Dr. Vicente Anido, Jr.   26,834,318   7,466,214      5,298,749
Dr. Geoffrey F. Cox      26,834,721   7,465,811      5,298,749
Dr. John W. Kozarich     26,834,484   7,466,048      5,298,749
Jeffrey A. Meckler       26,834,787   7,465,745      5,298,749
Dr. Stephen L. Sabba     26,833,398   7,467,134      5,298,749
John C. Thomas, Jr.      26,830,421   7,470,111      5,298,749

Proposal 2. The shareholders approved a reduction of capital of the Company's common shares in the amount of US $200 million and a resulting cash distribution to the holders of the Company's common shares, as follows:

For Against Withheld Broker Non-Votes 34,289,997 9,109 1,425 5,298,750

Proposal 3. The shareholders approved the proposal to appoint Deloitte LLP as the Company's independent auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors, as follows:

For Withheld Broker Non-Votes 39,212,218 387,063 0


Proposal 4. The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Company's Proxy Statement dated May 10, 2013, as follows:

For Against Withheld Broker Non-Votes 26,513,337 329,673 7,457,522 5,298,749

Proposal 5. The shareholders approved the amended and restated QLT 2000 Incentive Stock Plan, as follows:

For Against Withheld Broker Non-Votes 26,235,523 453,521 7,456,410 5,298,749



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number     Description

10.70      Amended and Restated QLT 2000 Incentive Stock Plan (incorporated by
           reference to Appendix "A" to the Company's Definitive Proxy Statement
           on Schedule 14A, filed with the Securities and Exchange Commission on
           May 22, 2013)


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