UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 22, 2014
AMAG PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-10865 | | 04-2742593 |
(Commission File Number) | | (IRS Employer Identification No.) |
1100 Winter Street | | |
Waltham, Massachusetts | | 02451 |
(Address of principal executive offices) | | (Zip Code) |
(617) 498-3300
(Registrant’s telephone number, including area code)
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 22, 2014, AMAG Pharmaceuticals, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (the “2014 Annual Meeting”). As of March 31, 2014, the record date for the 2014 Annual Meeting, 21,877,192 shares of the Company’s common stock were issued and outstanding, of which 19,560,805 shares were represented, in person or by proxy, at the 2014 Annual Meeting, constituting a quorum. The following proposals, which are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 18, 2014 (the “2014 Proxy Statement”), were voted upon and approved at the 2014 Annual Meeting:
1. To elect the following persons as directors to serve until the next Annual Meeting and until their successors have been elected and qualified based upon the following votes:
| | Votes For | | Withheld | | Abstentions | | Broker Non-Votes | |
William K. Heiden | | 17,013,390 | | 208,161 | | 0 | | 2,339,254 | |
Barbara Deptula | | 17,200,487 | | 21,064 | | 0 | | 2,339,254 | |
Robert J. Perez | | 16,963,009 | | 258,542 | | 0 | | 2,339,254 | |
Lesley Russell, MB.Ch.B., MRCP | | 17,012,919 | | 208,632 | | 0 | | 2,339,254 | |
Gino Santini | | 17,013,290 | | 208,261 | | 0 | | 2,339,254 | |
Davey S. Scoon | | 16,029,069 | | 1,192,482 | | 0 | | 2,339,254 | |
James R. Sulat | | 17,200,387 | | 21,164 | | 0 | | 2,339,254 | |
2. To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2014 Proxy Statement based upon the following votes:
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
17,190,810 | | 25,069 | | 5,672 | | 2,339,254 | |
3. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014, based upon the following votes:
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
19,515,620 | | 41,508 | | 3,677 | | 0 | |
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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 thereunto duly authorized.
| AMAG PHARMACEUTICALS, INC. |
| |
| |
| By: | /s/ Scott B. Townsend |
| General Counsel and Senior Vice President of Legal Affairs |
| |
| |
| Date: May 28, 2014 |
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