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 the earliest event reported):May 4, 2017 (May 2, 2017)
Valeant Pharmaceuticals International, Inc.
(Exact name of registrant as specified in its charter)
____________________
British Columbia, Canada (State or other jurisdiction of incorporation or organization) | | 001-14956 (Commission File Number) | | 98-0448205 (I.R.S. Employer Identification No.) |
2150 St Elzéar Blvd, West, Laval, Quebec, Canada H7L 4A8
(Address of principal executive offices) (Zip Code)
(514) 744-6792
(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 2, 2017 the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted on the following four proposals, each of which is described in detail in the Management Proxy Circular and Proxy Statement. The results of each matter voted upon are as follows:
Proposal No. 1: Election of Directors. The shareholders elected the following individuals to the Company’s Board of Directors:
| Name | | For | | Withheld | | Broker Non-Votes |
| | | | | | | |
| Richard U. DeSchutter | | 123,623,109 | | 5,319,736 | | 98,872,954 |
| Dr. Frederic N. Eshelman | | 126,125,069 | | 2,817,776 | | 98,872,954 |
| D. Robert Hale | | 123,127,211 | | 5,815,634 | | 98,872,954 |
| Dr. Argeris (Jerry) N. Karabelas | | 123,529,948 | | 5,412,897 | | 98,872,954 |
| Sarah B. Kavanagh | | 126,292,442 | | 2,650,403 | | 98,872,954 |
| Joseph C. Papa | | 123,983,101 | | 4,959,744 | | 98,872,954 |
| Robert N. Power | | 125,649,938 | | 3,292,907 | | 98,872,954 |
| Russel C. Robertson | | 126,590,227 | | 2,352,618 | | 98,872,954 |
| Thomas W. Ross, Sr. | | 126,166,299 | | 2,776,546 | | 98,872,954 |
| Amy B. Wechsler, M.D. | | 123,473,243 | | 5,469,602 | | 98,872,954 |
Proposal No. 2: Advisory Vote on Executive Compensation. The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Management Proxy Circular and Proxy Statement.
| For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | | |
| 87,011,865 | | 41,167,251 | | 763,729 | | 98,872,954 |
Proposal No. 3: Frequency of Advisory Vote on Executive Compensation. The shareholders voted, on a non-binding advisory basis, on the frequency of advisory votes on the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Management Proxy Circular and Proxy Statement. The proposal received the following votes:
| One Year | | Two Years | | Three Years | | Abstain |
| | | | | | | |
| 125,439,914 | | 546,973 | | 2,105,988 | | 849,970 |
The Company has decided to include an advisory vote on executive compensation in its proxy materials every year until the next required vote on the frequency of advisory votes on executive compensation.
Proposal No. 4: Appointment of the Independent Registered Public Accounting Firm. The shareholders appointed PricewaterhouseCoopers LLP as the auditors for the Company to hold office until the close of the 2018 Annual Meeting of Shareholders and authorized the Company’s Board of Directors to fix the auditors’ remuneration.
| For | | Withheld |
| | | |
| 221,784,190 | | 6,031,609 |
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.
Date: May 4, 2017 | | |
| | VALEANT PHARMACEUTICALS INTERNATIONAL, INC. | |
| | By: | /s/ Christina M. Ackermann | |
| | | Christina M. Ackermann | |
| | | Executive Vice President and General Counsel | |
