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AEGR > SEC Filings for AEGR > Form 8-K on 28-Jun-2013All Recent SEC Filings




Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, S

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 26, 2013, the Board of Directors (the "Board") of Aegerion Pharmaceuticals, Inc. (the "Company") adopted amended and restated by-laws (the "Restated By-Laws"). The primary change effected by adoption of the Restated By-laws was to extend the mandatory indemnification provisions to cover officers and directors of the Company's subsidiaries, and to clarify the scope of the indemnification for all indemnitees. The Company will now be required to provide indemnification and expense advancement for directors and officers of the Company and its subsidiaries with respect to claims, suits, and other proceedings to which they are made a party in their capacity as officers, directors and employees of the Company or any of its subsidiaries, subject to the conditions for indemnification set forth in the Restated By-laws. The Company may, at the discretion of its Board of Directors, provide indemnification and expense advancement for other employees and agents of the Company or any of its subsidiaries. For purposes of the indemnification provisions, all indemnitees of the Company will be deemed to be directors or officers of the Company subject to the limitations of Section 145 of the Delaware General Corporation Law.

The foregoing description of the Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.

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

The Company held its Annual Meeting of Stockholders (the "Annual Meeting") on June 26, 2013. At the Annual Meeting, the Company's stockholders elected Marc D. Beer and David I. Scheer as Class III directors, to serve on the Board until the Company's 2016 Annual Meeting of Stockholders, and until their successors are duly elected and qualified. The voting results for this proposal were as follows:

                               For          Withheld    Broker Non-Votes
             Marc D. Beer      19,616,607   562,231     5,033,408
             David I. Scheer   11,731,672   8,447,166   5,033,408

In addition, at the Annual Meeting, the Company's stockholders voted to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013. The voting results for this proposal were as follows:

For Against Abstaining Broker Non-Votes 25,143,905 50,391 17,950 0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 Second Amended and Restated By-Laws of Aegerion Pharmaceuticals, Inc.

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