Document
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 8, 2018
ALEXION PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware
000-27756
13-3648318
------------------
------------------
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(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

100 College Street, New Haven, Connecticut 06510
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(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code:    (475) 230-2596
   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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨

Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





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

Alexion Pharmaceuticals, Inc. held its Annual Meeting of Shareholders on May 8, 2018 in Boston, Massachusetts. The results of the matters voted on by the shareholders are set forth below.

1.    The election of directors:
 
Votes For
 
Withheld
 
Broker
Non-Votes
 
 
 
 
 
 
Felix Baker
189,600,392
 
1,630,682
 
6,988,210
David R. Brennan
190,013,667
 
1,217,407
 
6,988,210
Christopher J. Coughlin
189,146,606
 
2,084,468
 
6,988,210
Deborah Dunsire
190,447,762
 
783,312
 
6,988,210
Paul A. Friedman
168,621,205
 
22,609,869
 
6,988,210
Ludwig N. Hantson
190,228,807
 
1,002,267
 
6,988,210
John T. Mollen
188,143,899
 
3,087,175
 
6,988,210
Francois Nader
190,443,754
 
787,320
 
6,988,210
Judith A. Reinsdorf
190,444,008
 
787,066
 
6,988,210
Andreas Rummelt
188,263,478
 
2,967,596
 
6,988,210


2.
Ratification of the appointment of PricewaterhouseCoopers LLP as Alexion's independent registered public accounting firm:
Votes For
 
Votes Against
 
Abstentions
195,946,869
 
2,023,270
 
249,145

4.
The non-binding advisory vote to approve the compensation paid to Alexion’s named executive officers as described in Alexion’s 2018 proxy statement:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
150,170,969
 
40,710,392
 
349,713
 
6,988,210

5.
Shareholder proposal requiring an independent Chairman of the Board of Directors:

Votes For
 

Votes Against
 

Abstentions
 

Broker Non-Votes
62,052,648
 
128,815,904
 
362,522
 
6,988,210



 




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 11, 2018
 
ALEXION PHARMACEUTICALS, INC.
 
 
By:    /s/ Michael V. Greco      
Name: Michael V. Greco
Title: Senior Vice President of Law and Corporate Secretary