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, 2014
QUINTILES TRANSNATIONAL HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| North Carolina | 001-35907 | 27-1341991 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
4820 Emperor Blvd. Durham, North Carolina | 27703 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (919) 998-2000
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 8, 2014, Quintiles Transnational Holdings Inc. (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Meeting”) to (i) elect four Class I directors and one Class III director; (ii) hold an advisory (non-binding) vote to approve executive compensation; (iii) hold an advisory (non-binding) vote on the frequency of future shareholder advisory votes on executive compensation; (iv) approve the Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan; and (v) ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014. For more information about the foregoing matters, see the Company’s proxy statement filed with the Securities and Exchange Commission on March 31, 2014.
As of March 20, 2014, the record date for the Meeting, there were 130,035,627 shares of common stock outstanding and entitled to vote on all matters. At the Meeting, 124,405,635 shares of common stock eligible to vote were represented in person or by proxy, constituting a quorum. The certified results of the matters voted on at the Meeting are set forth below.
Proposal No. 1 –The election of four Class I directors and one Class III director.
The election of four Class I directors:
Nominee | For | Withheld | Broker Non-Vote | |||
Dennis B. Gillings, CBE, Ph.D. | 94,802,438 | 23,795,475 | 5,807,722 | |||
Jonathan J. Coslet | 88,834,241 | 29,763,672 | 5,807,722 | |||
Michael J. Evanisko | 117,878,494 | 719,419 | 5,807,722 | |||
Christopher R. Gordon | 94,389,101 | 24,208,812 | 5,807,722 |
The election of one Class III director:
Nominee | For | Withheld | Broker Non-Vote | |||
Richard Relyea | 94,073,036 | 24,524,877 | 5,807,722 |
All director nominees were duly elected.
Proposal No. 2– Approval, on an advisory (non-binding) basis, of the resolution regarding executive compensation.
For | Against | Abstain | Broker Non-Vote | |||
95,539,741 | 22,770,144 | 288,028 | 5,807,722 |
This proposal was approved on an advisory (non-binding) basis.
Proposal No. 3– Approval, on an advisory (non-binding) basis, of the frequency of future shareholder advisory votes on executive compensation.
One Year | Two Years | Three Years | Abstain | |||
96,754,615 | 153,749 | 1,104,956 | 20,584,593 |
The shareholders approved, on an advisory (non-binding) basis, an annual shareholder advisory vote on executive compensation. In light of these results, which are consistent with the Company’s recommendation, the Company will hold an advisory (non-binding) vote on executive compensation each year until such time as the next advisory (non-binding) vote regarding the frequency of advisory (non-binding) votes on executive compensation is submitted to the Company’s shareholders.
Proposal No. 4– Approval of the Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan.
For | Against | Abstain | Broker Non-Vote | |||
118,183,434 | 172,675 | 241,804 | 5,807,722 |
This proposal was approved.
Proposal No. 5 –Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.
For | Against | Abstain | ||
124,309,936 | 62,419 | 33,280 |
This proposal was approved.
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, 2014 | QUINTILES TRANSNATIONAL HOLDINGS INC. | |||||
| By: | /s/ James H. Erlinger III | |||||
| James H. Erlinger III | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||