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): April 28, 2011 (April 26, 2011)
MEAD JOHNSON NUTRITION COMPANY
(Exact name of Registrant as Specified in Charter)
| Delaware | 001-34251 | 80-0318351 |
(State or other Jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2701 Patriot Blvd., Glenview, Illinois | 60026-8039 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (847) 832-2420
Not Applicable
(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:
⃞ 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 2.02 Results of Operations and Financial Condition.
On April 28, 2011, Mead Johnson Nutrition Company (the “Company”) announced its financial results for the first quarter of 2011. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders (the "Annual Meeting") on April 26, 2011. Of the 204,371,512 shares of common stock outstanding and entitled to vote as of the March 11, 2011 record date, 169,376,946 shares were represented in person or by proxy at the Annual Meeting. A summary of the final voting results for each of the four matters voted upon by the stockholders at the Annual Meeting is set forth below.
1. Stockholders elected each of the ten nominees for director to serve on the Company’s board of directors (the “Board”) for a term to expire at the 2012 annual meeting of Stockholders based upon the following votes:
| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Stephen W. Golsby | | 162,019,283 | | 313,867 | | 7,043,796 |
| Steven M. Altschuler, M.D. | | 162,026,694 | | 306,456 | | 7,043,796 |
| Howard B. Bernick | | 162,003,429 | | 329,721 | | 7,043,796 |
| Kimberly A. Casiano | | 161,923,393 | | 409,757 | | 7,043,796 |
| Anna C. Catalano | | 161,781,417 | | 551,733 | | 7,043,796 |
| Celeste A. Clark, Ph.D. | | 162,024,142 | | 309,008 | | 7,043,796 |
| James M. Cornelius | | 158,684,874 | | 3,648,276 | | 7,043,796 |
| Peter G. Ratcliffe | | 162,026,659 | | 306,491 | | 7,043,796 |
| Elliott Sigal, M.D., Ph.D. | | 161,912,230 | | 420,920 | | 7,043,796 |
| Robert S. Singer | | 161,931,824 | | 401,326 | | 7,043,796 |
2. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers based upon the following votes:
| | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 158,389,484 | | 3,173,263 | | 770,403 | | 7,043,796 |
3. Stockholders recommended, on an advisory basis, holding an advisory vote on the compensation of the Company's named executive officers every year based upon the following votes:
| | One Year | | Two years | | Three Years | | Abstentions | | Broker Non-Votes |
| 136,409,573 | | 5,952,725 | | 19,283,698 | | 687,154 | | 7,043,796 |
Based on these results, and consistent with the Board’s recommendation, the Board has determined that the Company will hold an advisory vote on the compensation of its named executive officers every year until the next required vote on the frequency of such votes.
4. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2011 based upon the following votes:
| Votes For | | Votes Against | | Abstentions |
| 169,071,301 | | 98,647 | | 206,998 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
| 99.1 | | Press release of Mead Johnson Nutrition Company, dated April 28, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 28, 2011 | |
| |
| MEAD JOHNSON NUTRITION COMPANY |
| | | |
| | | |
| By: | | /s/ STANLEY D. BURHANS |
| | | Stanley D. Burhans |
| | | Vice President & Controller |
