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): 05/24/2011
Savient Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-15313
DE | | 13-3033811 |
(State or other jurisdiction of | | (IRS Employer |
incorporation) | | Identification No.) |
One Tower Center
East Brunswick, NJ 08816
(Address of principal executive offices, including zip code)
732-418-9300
(Registrant’s telephone number, including area code)
(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
The 2011 Annual Meeting of Stockholders of Savient Pharmaceuticals, Inc. ("Savient" or the "Company") was held on May 24, 2011 (the "Annual Meeting"). There were 71,011,218 shares of Savient's common stock eligible to vote and 60,817,486 shares present in person or by proxy at the Annual Meeting. At the Annual Meeting, shareholders voted on proposals to: (i) elect directors to the Company's Board of Directors (the "Board"), (ii) approve the compensation of executives as disclosed in the proxy statement (a non-binding advisory resolution), (iii) vote on the frequency of holding a non-binding advisory vote on the compensation of executives as disclosed in the proxy statement (a non-binding advisory vote), (iv) to approve the Savient Pharmaceuticals, Inc. 2011 Incentive Plan, and (v) ratify the appointment of McGladrey & Pullen, LLP as independent auditor.
All nominees for election to the Board were elected for a term that will continue until the next annual meeting of shareholders or until the director's successor has been duly elected and qualified (or the director's earlier resignation, death or removal). The proposal to approve the compensation of executives as disclosed in the Company's proxy statement, through an advisory resolution, was approved. The advisory vote on the frequency of future advisory votes on executive compensation was held, and the option of "1 Year" received the greatest number of votes of the Company's shareholders. The proposal to approve the Savient Pharmaceuticals, Inc. 2011 Incentive Plan was approved. The shareholders' vote ratified the appointment of the independent auditor.
The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company's independent inspector of election reported the final vote of the shareholders as follows:
Election of Directors
Director Votes For Votes Withheld
Ginger Constantine 28,024,990 17,443,393
Alan L. Heller 27,843,291 17,634,092
Stephen O. Jaeger 43,061,643 2,406,740
John H. Johnson 31,760,450 13,707,933
Lee S. Simon 31,697,422 13,770,961
Virgil Thompson 42,014,661 3,453,722
Approval of Compensation of Executives
Non-Binding Advisory Resolution)
Votes For Votes Against Abstain Broker Non-Votes
44,337,853 1,026,190 104,340 15,349,103
Frequency of Vote to Approve Compensation of Executives
(Non-Binding Advisory Resolution)
Every 1 year Every 2 years Every 3 years Abstain Broker Non-Votes
42,076,277 169,710 3,152,887 69,509 15,349,103
A majority of the votes cast by shareholders voted, on an advisory basis, to hold an advisory vote on executive compensation every year. In line with this recommendation by our shareholders, the Board of Directors has decided that it will include an advisory vote on executive compensation in the Company's proxy statement every year until the next advisory vote on the frequency of advisory votes on executive compensation.
Approval of the Savient Pharmaceuticals, Inc. 2011 Incentive Plan
Votes For Votes Against Abstain Broker Non-Votes
43,156,738 2,226,365 85,280 15,349,103
Ratification of McGladrey & Pullen, LLP as the Company's Independent Registered Public Accounting Firm
Votes For Votes Against Abstain Broker Non-Votes
60,381,885 292,725 142,867 0
Item 8.01. Other Events
On May 26, 2011, the Company announced that the Marketing Authorization Application (MAA), filed by its wholly owned subsidiary, Savient Pharma Ireland Limited, seeking approval of KRYSTEXXA(R) (pegloticase), has completed validation by the European Medicines Agency (EMA). The full text of the press release issued in connection with the announcement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
See Exhibit Index attached hereto.
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.
| | | | | | | Savient Pharmaceuticals, Inc. |
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| Date: May 31, 2011 | | | | By: | | /s/ Philip K. Yachmetz
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| | | | | | | | | Philip K. Yachmetz |
| | | | | | | | | SVP & General Counsel |
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| |
EXHIBIT INDEX
Exhibit No.
| | Description
|
| EX-99.1 | | Press Release dated May 26, 2011. |
