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SIAL > SEC Filings for SIAL > Form 8-K on 7-May-2014All Recent SEC Filings

Show all filings for SIGMA ALDRICH CORP

Form 8-K for SIGMA ALDRICH CORP


7-May-2014

Change in Directors or Principal Officers, Financial Statements and Exhibits


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

On May 6, 2014, the shareholders of Sigma-Aldrich Corporation (the "Company") approved the adoption of the Sigma-Aldrich Corporation 2014 Long-Term Incentive Plan (the "2014 Plan") at the Company's 2014 Annual Meeting of Shareholders (the "2014 Annual Meeting"). The 2014 Plan replaces the Company's 2003 Long-Term Incentive Plan, under which no further awards will be issued. A description of the material terms and conditions of the 2014 Plan is set forth on pages 23 - 34 of the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2014 (the "Proxy Statement") under the caption "Agenda Item V. Approval of the Sigma-Aldrich Corporation 2014 Long-Term Incentive Plan" and is incorporated by reference herein. Such description is also filed as Exhibit 99.1 to this Current Report on Form 8-K (this "Current Report"). A copy of the 2014 Plan is incorporated by reference herein and filed as Exhibit 10.1 to this Current Report.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 6, 2014, the shareholders of the Company approved two amendments (collectively, the "Amendments") to the Company's Certificate of Incorporation (the "Certificate"). The text of the Amendments and the description of such Amendments set forth on pages 21 - 23 of the Proxy Statement under the captions "Agenda Item III. Approval of an Amendment to the Certificate of Incorporation to Increase the Total Number of Authorized Shares of Common Stock" and "Agenda Item IV. Approval of an Amendment to the Certificate of Incorporation to Provide Authority to Issue Preferred Stock" are incorporated by reference herein. Such text and descriptions are filed as Exhibits 99.2 and 99.3, respectively, to this Current Report. A copy of the Company's Certificate of Amendment to the Certificate is incorporated by reference herein and filed as Exhibit 3.1 to this Current Report.
Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2014 Annual Meeting on May 6, 2014 to: (i) elect ten directors to the Company's Board of Directors (the "Board"); (ii) ratify the appointment of KPMG LLP by the Company's Audit Committee (the "Audit Committee") as the Company's independent registered public accounting firm for the year ending December 31, 2014; (iii) approve an amendment to the Certificate to increase the total number of authorized shares of common stock, par value $1.00 per share (the "Common Stock"), to 450,000,000, (iv) approve an amendment to the Certificate to provide authority to issue preferred stock, par value $1.00 per share (the "Preferred Stock"), (v) approve the 2014 Plan; and (vi) hold an advisory vote to approve named executive officer compensation. As of March 7, 2014, the record date for the 2014 Annual Meeting, there were 118,812,355 outstanding shares of Common Stock eligible to vote. Of such shares, 100,902,847 were represented at the 2014 Annual Meeting, or an 84.9% quorum.
Election of Directors. The Company's shareholders approved all ten nominees for election to the Board for terms expiring at the Company's 2015 Annual Meeting of Shareholders or until their respective successors are elected and qualified, with the number of votes cast for and against, abstentions and broker non-votes for each of these individuals set forth below:

Director                For        Against    Abstain  Broker Non-Votes
Rebecca M. Bergman  91,848,656     216,585   648,869         8,188,737
George M. Church    91,755,556     304,285   654,269         8,188,737
Michael L. Marberry 91,628,897     429,247   655,966         8,188,737
W. Lee McCollum     91,170,691     887,018   656,401         8,188,737
Avi M. Nash         91,627,017     432,309   654,784         8,188,737
Steven M. Paul      91,674,939     384,349   654,822         8,188,737
J. Pedro Reinhard   90,442,191   1,613,125   658,794         8,188,737
Rakesh Sachdev      91,606,860     432,514   674,736         8,188,737
D. Dean Spatz       90,379,537   1,676,071   658,502         8,188,737
Barrett A. Toan     91,394,920     662,484   656,706         8,188,737

Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm for 2014. The Company's shareholders ratified the Audit Committee's appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014 with the number of votes cast for and against, abstentions and broker non-votes set forth below:
For Against Abstain Broker Non-Votes 99,859,702 604,262 438,883 -

Approval of Amendment to the Certificate to Increase Total Number of Authorized Shares of Common Stock. The Company's shareholders approved the amendment to the Certificate to increase the total number of authorized shares of Common Stock to 450,000,000 with the number of votes cast for and against, abstentions and broker non-votes set forth below:


For Against Abstain Broker Non-Votes 76,804,949 15,308,522 600,639 8,188,737

Approval of Amendment to the Certificate to Provide Authority to Issue Preferred Stock. The Company's shareholders approved the amendment to the Certificate to provide authority to issue the Preferred Stock with the number of votes cast for and against, abstentions and broker non-votes set forth below:
For Against Abstain Broker Non-Votes 84,916,192 6,963,116 834,802 8,188,737

Approval of 2014 Plan. The Company's shareholders approved the 2014 Plan with the number of votes cast for and against, abstentions and broker non-votes set forth below:
For Against Abstain Broker Non-Votes 86,057,098 5,799,340 857,672 8,188,737

Advisory Vote to Approve Named Executive Officer Compensation. The Company's shareholders approved the non-binding resolution approving the compensation of the Company's named executive officers with the number of votes cast for and against, abstentions and broker non-votes set forth below:
For Against Abstain Broker Non-Votes 89,227,402 2,314,555 1,172,153 8,188,737



Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

3.1          Certificate of Amendment to the Certificate of Incorporation of
             Sigma-Aldrich Corporation
10.1         Sigma-Aldrich Corporation 2014 Long-Term Incentive Plan
             (incorporated by reference to Appendix B to the Sigma-Aldrich 2014
             Proxy Statement, filed with the SEC on March 21, 2014)
99.1         Description of Sigma-Aldrich Corporation 2014 Long-Term Incentive
             Plan (incorporated by reference to pages 23-34 of the Sigma-Aldrich
             Corporation 2014 Proxy Statement, filed with the SEC on March 21,
             2014)
99.2         Complete text of proposed amendments to Article Fourth of the
             Certificate of Incorporation of Sigma-Aldrich Corporation
             (incorporated by reference to Appendix A to the Sigma-Aldrich
             Corporation 2014 Proxy Statement, filed with the SEC on March 21,
             2014)
99.3         Description of Amendments to the Certificate of Incorporation of
             Sigma-Aldrich Corporation (incorporated by reference to pages 21-23
             of the Sigma-Aldrich Corporation 2014 Proxy Statement, filed with
             the SEC on March 21, 2014)


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