UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 1, 2014 (May 1, 2014)
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MEAD JOHNSON NUTRITION COMPANY
(Exact Name of Registrant as Specified in Charter)
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| Delaware | 001-34251 | 80-0318351 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 2701 Patriot Blvd., Glenview, Illinois | 60026 |
| (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)
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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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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
Mead Johnson Nutrition Company (the "Company") held its annual meeting of stockholders (the “Annual Meeting”) on May 1, 2014. Of the 202,071,888 shares of common stock outstanding and entitled to vote as of the March 14, 2014 record date, 170,912,918 shares were represented in person or by proxy at the Annual Meeting. A summary of the final voting results for each of the three matters voted upon by the stockholders at the Annual Meeting is set forth below.
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| 1. | Stockholders elected each of the 12 nominees for director to serve on the Board of Directors for a term to expire at the 2015 annual meeting of stockholders based upon the following votes: |
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| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Steven M. Altschuler, M.D. | 160,219,749 | 1,225,383 | 3,054,954 | 6,412,832 |
| Howard B. Bernick | 163,054,539 | 1,308,344 | 137,203 | 6,412,832 |
| Kimberly A. Casiano | 163,509,035 | 859,474 | 131,577 | 6,412,832 |
| Anna C. Catalano | 163,666,019 | 710,235 | 123,832 | 6,412,832 |
| Celeste A. Clark, Ph.D. | 164,210,447 | 159,714 | 129,925 | 6,412,832 |
| James M. Cornelius | 161,463,971 | 2,903,203 | 132,912 | 6,412,832 |
| Stephen W. Golsby | 163,501,568 | 871,013 | 127,505 | 6,412,832 |
| Michael Grobstein | 164,162,113 | 202,744 | 135,229 | 6,412,832 |
| Peter Kasper Jakobsen | 163,494,157 | 877,447 | 128,482 | 6,412,832 |
| Peter G. Ratcliffe | 164,168,241 | 206,426 | 125,419 | 6,412,832 |
| Elliott Sigal, M.D., Ph.D. | 162,734,266 | 1,641,686 | 124,134 | 6,412,832 |
| Robert S. Singer | 162,337,643 | 1,986,602 | 175,841 | 6,412,832 |
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| 2. | Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers based upon the following votes: |
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 158,505,967 | 4,867,287 | 1,126,832 | 6,412,832 |
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| 3. | Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2014 based upon the following votes: |
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| Votes For | Votes Against | Abstentions |
| 170,477,103 | 302,996 | 132,819 |
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.
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| | Mead Johnson Nutrition Company |
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| Date: May 1, 2014 | By: | /s/ William C. P'Pool |
| | | William C. P'Pool |
| | | Senior Vice President, General Counsel and Secretary |
