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FRX > SEC Filings for FRX > Form 8-K on 21-Aug-2013All Recent SEC Filings

Show all filings for FOREST LABORATORIES INC

Form 8-K for FOREST LABORATORIES INC


21-Aug-2013

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


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

(e) Amendment of Forest Laboratories, Inc.'s 2007 Equity Incentive Plan

On May 21, 2013, the Board of Directors (the "Board") of Forest Laboratories, Inc. (the "Company") approved amendments to the Company's 2007 Equity Incentive Plan (the "Equity Plan"), certain of which were subject to approval of the Company's stockholders (the "Plan Amendments"). On August 15, 2013, at the 2013 Annual Meeting of Stockholders of the Company (the "2013 Annual Meeting"), the Company's stockholders approved the following Plan Amendments: (i) increased the total number of shares covered by the Equity Plan by 28,000,000 shares to 56,950,000 shares; (ii) with respect to Equity Plan awards granted on or after the date of the 2013 Annual Meeting, modified the share counting provisions applicable to grants of stock and stock equivalent units ("Stock Units"); (iii) made shares associated with Stock Units which terminate or are settled without the delivery of the shares to the grantee and are not cash settled available for further grants; (iv) provided the Compensation Committee of the Board the authority to adopt reasonable share counting procedures; (v) expanded the rule applicable to Non-Incentive Stock Options that extends an employee's option exercise period following such employee's termination date for the period in which such employee is providing services to the Company as a non-employee director or consultant of the Company to cover Incentive Stock Options; and (vi) expanded the delineated list of performance measures that can be utilized in setting performance criteria for awards subject to performance-based vesting conditions.

A more detailed description of the Plan Amendments is set forth in the Company's 2013 definitive Proxy Statement on Schedule 14A (the "Proxy Statement") filed with the Securities and Exchange Commission on July 8, 2013, under the caption "PROPOSAL 3 | APPROVAL OF AMENDMENTS TO THE 2007 EQUITY INCENTIVE PLAN", which description is incorporated herein by reference. The foregoing summary of the Plan Amendments, as well as the summary of the Plan Amendments disclosed in the Proxy Statement, are qualified in their entirety by reference to the full text of the Equity Plan, which is filed as Exhibit 10.1 hereto.



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

At the 2013 Annual Meeting, the Company's stockholders voted on the following four proposals:

1. The election of eleven director nominees to serve as members of the Board until the Company's next Annual Meeting of Stockholders, or until his or her successor has been elected or appointed ("Proposal 1");

2. The approval (on an advisory basis) of the compensation of the Company's named executive officers, as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure ("Proposal 2");

3. The approval of certain amendments to the Equity Plan ("Proposal 3"), as disclosed in the Proxy Statement; and

4. The ratification of the selection of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014 ("Proposal 4").

A final voting report was produced by Broadridge Financial Services, Inc. ("Broadridge"), the independent inspector of election for the 2013 Annual Meeting, certifying the following results.

Proposal 1 - Election of Directors. Each of the following eleven director nominees was elected by a majority of votes cast as directors for terms expiring at the Company's next Annual Meeting of Stockholders, or until his or her successor has been elected or appointed: Howard Solomon, Nesli Basgoz, M.D., Christopher J. Coughlin, Kenneth E. Goodman, Vincent J. Intrieri, Pierre Legault, Gerald M. Lieberman, Lawrence S. Olanoff, M.D., Ph.D., Lester B. Salans, M.D., Brenton L. Saunders and Peter J. Zimetbaum, M.D.

The final voting results from the 2013 Annual Meeting as reported by Broadridge are provided below.

Name                                 For      Against    Abstain  Broker Non-Votes
Howard Solomon                   219,612,835 3,752,872  4,009,466    11,225,898
Nesli Basgoz, M.D.               222,814,111 4,309,301   251,761     11,225,898
Christopher J. Coughlin          222,405,492 4,712,023   257,658     11,225,898
Kenneth E. Goodman               223,698,043 3,426,016   251,114     11,225,898
Vincent J. Intrieri              223,774,506 3,344,147   256,520     11,225,898
Pierre Legault                   224,728,658 2,390,000   256,515     11,225,898
Gerald M. Lieberman              210,714,757 16,407,785  252,631     11,225,898
Lawrence S. Olanoff, M.D., Ph.D. 217,195,329 9,926,011   253,833     11,225,898
Lester B. Salans, M.D.           224,002,543 3,111,520   261,110     11,225,898
Brenton L. Saunders              222,409,113 4,714,519   251,541     11,225,898
Peter J. Zimetbaum, M.D.         223,049,520 4,073,340   252,313     11,225,898

Proposal 2 - Advisory Vote on Executive Compensation. The stockholders approved (on an advisory basis) the compensation of the Company's named executive officers, as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure.

For Against Abstain Broker Non-Votes 218,074,510 8,759,342 541,321 11,225,898

Proposal 3 - Approval of Certain Amendments to the Equity Plan. The stockholders approved certain amendments to the Equity Plan, as disclosed in the Proxy Statement. The amendments to the Equity Plan are described under Item 5.02(e), above.

For Against Abstain Broker Non-Votes 204,012,121 23,158,806 204,246 11,225,898

Proposal 4 - Ratification of Independent Auditors. The stockholders ratified the appointment of BDO USA, LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending March 31, 2014. Broadridge has advised the Company that there were no broker non-votes for Proposal 4.

For Against Abstain Broker Non-Votes 237,636,152 785,286 179,633 N/A



Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number                                Description
  10.1                                  2007 Equity Incentive Plan, as amended

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