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) July 7, 2011
KENDLE INTERNATIONAL INC.
(Exact name of Registrant as specified in its Charter)
| Ohio | | 000-23019 | | 31-1274091 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No. ) |
441 Vine Street, Suite 500, Cincinnati, Ohio | | |
| | 45202 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code (513) 381-5500
(Former name or former address, if changed since last report.)
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) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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.
On July 7, 2011 Kendle International Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders adopted the previously disclosed Agreement and Plan of Merger, dated as of May 4, 2011 (the “Merger Agreement”), by and among the Company, INC Research, LLC, a Delaware limited liability company (“Parent”), and Triangle Two Acquisition Corp., an Ohio corporation and a subsidiary of Parent (“Merger Sub”). The Company’s shareholders also approved on a non-binding advisory basis the “golden parachute” compensation that may be received by the Company’s named executive officers in connection with the Merger Agreement and a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies, but this proposal was not needed.
The voting results of the Special Meeting are as follows:
PROPOSAL #1: ADOPT AGREEMENT AND PLAN OF MERGER
| | FOR | AGAINST | ABSTAIN |
| TOTAL SHARES VOTED | 10,700,044 | 23,097 | 903,153 |
PROPOSAL #2: CONDUCT ADVISORY VOTE ON THE “GOLDEN PARACHUTE” COMPENSATION
| | FOR | AGAINST | ABSTAIN |
| TOTAL SHARES VOTED | 9,673,947 | 948,360 | 1,003,987 |
PROPOSAL #3: ADJOURN THE SPECIAL MEETING, IF NECESSARY
| | FOR | AGAINST | ABSTAIN |
| TOTAL SHARES VOTED | 9,822,116 | 900,322 | 903,856 |
No broker non-votes were cast.
SIGNATURES
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.
| | KENDLE INTERNATIONAL INC.
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| Date: July 7, 2011 | By: | /s/ Jarrod B. Pontius | |
| | | Jarrod B. Pontius | |
| | | Vice President, Chief Legal Officer and Secretary | |
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