Alexion Pharmaceuticals, Inc.
ALEXION PHARMACEUTICALS INC (Form: 8-K, Received: 05/12/2017 17:06:32)

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, 2017
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 10, 2017 in New Haven, Connecticut. The results of the matters voted on by the shareholders are set forth below.

1.    The election of directors:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
 
 
 
 
 
 
 
 
Felix Baker
196,267,971
 
619,661
 
272,464
 
7,263,638
David R. Brennan
195,482,894
 
1,405,436
 
271,766
 
7,263,638
M. Michele Burns
172,282,654
 
24,605,678
 
271,764
 
7,263,638
Christopher J. Coughlin
196,037,779
 
849,761
 
272,556
 
7,263,638
Ludwig Hantson
196,100,754
 
362,478
 
696,864
 
7,263,638
John T. Mollen
194,479,863
 
2,403,223
 
227,010
 
7,263,638
R. Douglas Norby
193,798,065
 
3,077,770
 
284,261
 
7,263.638
Alvin S. Parven
193,387,520
 
3,488,246
 
284,330
 
7,263,638
Andreas Rummelt
196,281,132
 
606,646
 
272,318
 
7,263,638
Ann M. Veneman
195,965,172
 
923,105
 
271,819
 
7,263,638

2.
Approval of the Alexion Pharmaceuticals, Inc. 2017 Incentive Plan:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
189,851,865
 
7,140,844
 
167,387
 
7,236,638

3.
Ratification of the appointment of PricewaterhouseCoopers LLP as Alexion's independent registered public accounting firm:
Votes For
 
Votes Against
 
Abstentions
202,869,029
 
1,266,458
 
288,247

4.
The non-binding advisory vote to approve the compensation paid to Alexion’s named executive officers as described in Alexion’s 2017 proxy statement:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
190,818,160
 
5,556,203
 
785,733
 
7,263,638





5.
The non-binding advisory vote to recommend the frequency of the non-binding advisory 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
 
Abstentions
178,218,411
 
483,598
 
18,161,322
 
296,765

6.
Shareholder proposal to implement confidential shareholder voting on executive pay matters:

Votes For
 

Votes Against
 

Abstentions
 

Broker Non-Votes
9,844,366
 
185,756,642
 
1,559,088
 
7,263,638


Item 8.01    Other Events.     

On May 10, 2017, the Board of Directors of Alexion Pharmaceuticals, Inc. appointed David Brennan Chairman of the Board of Directors. As previously announced, Leonard Bell retired from the Board, effective as of the 2017 Annual Meeting of Shareholders held on May 10, 2017.
 





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, 2017
 
ALEXION PHARMACEUTICALS, INC.
 
 
By:     /s/ Michael V. Greco       
Name: Michael V. Greco
Title: Senior Vice President of Law and Corporate Secretary