Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 10, 2011

 

 

ALEXION PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-27756   13-3648318

(State or other jurisdiction of

incorporation or organization)

 

(Commission File

Number)

 

(I.R.S. Employer

Identification No.)

352 Knotter Drive, Cheshire, Connecticut 06410

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 272-2596

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


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

Alexion held its Annual Meeting of Stockholders on May 11, 2011 in New Haven, Connecticut. The results of the matters voted on by the stockholders are set forth below.

 

1. The election of directors:

 

     For      Against or
Withheld
     Abstain  

Leonard Bell

     77,723,219         1,876,675         —     

Max Link

     74,016,545         5,583,349         —     

William R. Keller

     78,420,732         1,179,162         —     

Joseph A. Madri

     76,592,811         3,007,083         —     

Larry L. Mathis

     79,535,601         64,293         —     

R. Douglas Norby

     77,519,802         2,080,092         —     

Alvin S. Parven

     76,587,148         3,012,746         —     

Andreas Rummelt

     79,530,446         69,448         —     

Ann M. Veneman

     79,206,066         393,828      

 

2. Approval of an amendment to Alexion’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance from 145 million to 290 million:

 

For

 

Against

 

Abstain

79,342,197

  3,383,882   32,029

 

3. Ratification of the appointment of PricewaterhouseCoopers LLP as Alexion’s independent registered public accounting firm:

 

For

 

Against

 

Abstain

81,006,271

  1,741,494   10,343

 

4. The non-binding advisory vote to approve the compensation paid to Alexion’s named executive officers as described in Alexion’s 2011 proxy statement:

 

For

 

Against

 

Abstain

68,030,572

  11,536,688   32,634


5. The non-binding advisory vote to determine the frequency of the vote to approve the compensation paid to Alexion’s named executive officers. Based on the Board’s recommendation and the results of the vote, the Board has determined to hold the advisory vote every year.

 

1 Year

 

2 Years

 

3 Years

 

Abstain

66,316,667

  1,528,741   11,733,163   21,323

 

Item 8.01 Other Events.

(a)    On May 12, 2011, Alexion announced that its shareholders approved an increase in the number of authorized shares of common stock from 145 million to 290 million. The increase enables Alexion to effect a two-for-one stock split, payable in the form of a 100 percent stock dividend, as approved by Alexion’s Board of Directors in March 2011. The additional shares are expected to be distributed after the close of business on May 20, 2011 and reporting of the Alexion share price on a split-adjusted basis will commence on May 23, 2011. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

(b)    On May 10, 2011, the Board of Directors of Alexion adopted stock ownership guidelines for its officers and directors. Under the guidelines, directors are required to own shares with a value equal to four times (4x) the annual director retainer. Alexion’s officers are required to own shares with a value equal to a specific multiple of such officer’s base salary as indicated in the table below. Shares owned by the individual, unvested restricted stock and unvested restricted stock units count towards the ownership goal. Directors and officers are required to meet these guidelines within five years of becoming subject to them.

 

Officer Level

   Market Value as a
Multiple of Base Salary

Chief Executive Officer

   5x

Executive Vice President and Senior Vice President reporting to the CEO

   3x

Other Senior Vice Presidents

   1x

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1    Press release issued by Alexion Pharmaceuticals, Inc. on May 12, 2011 relating to stockholder approval of an amendment to Alexion’s certificate of incorporation to increase the number of authorized shares of common stock.


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 12, 2011       ALEXION PHARMACEUTICALS, INC.
    By:   /s/    Michael V. Greco        
      Name: Michael V. Greco
      Title: Associate General Counsel and Corporate Secretary