Express Scripts 8K Departure of Directors or Certain Officers

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 10, 2011 (May 4, 2011)

EXPRESS SCRIPTS, INC.

(Exact Name of Registrant as Specified in its Charter)


DELAWARE (State or Other Jurisdiction of Incorporation or Organization)		0-20199 (Commission File Number)		43-1420563 (I.R.S. Employer Identification No.)


One Express Way, St. Louis, MO (Address of Principal Executive Offices)		63121 (Zip Code)

Registrant’s telephone number including area code: 314-996-0900

No change since last report
(Former Name or 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 (seeGeneral Instruction A.2. below):

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Express Scripts, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at the Company’s principal executive offices on Wednesday, May 4, 2011. At the Annual Meeting, the stockholders of the Company voted to approve and ratify the Express Scripts, Inc. 2011 Long-Term Incentive Plan (the “2011 LTIP”). The text of the Plan, and the description of the Plan on pages 51-60 under the caption “Proxy Item No. 6: Approval and Ratification of the Express Scripts, Inc. 2011 Long-Term Incentive Plan” in the Company’s Proxy Statement dated March 21, 2011 (the “Proxy Statement”), which are listed as Exhibit 10.1 and Exhibit 99.1 hereto, respectively, are incorporated herein by reference.

As previously announced, Messrs. Toan and Borelli retired from the Board of Directors of the Company as of May 4, 2011.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the stockholders approved the adoption of amendments (the “Amendments”) to the Third Amended and Restated Bylaws of the Company, as amended (the “Bylaws”) to permit holders of at least 35% of the voting power of the Company’s outstanding capital stock to call a special meeting of the stockholders under certain circumstances. The Amendments became effective upon stockholder approval. The description of the Amendments on page 48 under the caption “Proxy Item 3: Proposal to Adopt an Amendment to the Bylaws to Permit Stockholders to Call a Special Meeting” in the Company’s Proxy Statement dated March 21, 2011, which is listed as Exhibit 99.2 hereto, is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As indicated above, on May 4, 2011, the Company held the Annual Meeting. Of the 529,120,068 shares outstanding and entitled to vote, 470,249,109 shares were represented at the meeting, or an 88.87% quorum. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1. Election of Directors. All of management’s nominees for director were elected to serve until the next Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth in the table below.


							BROKER
NOMINEE	FOR		AGAINST		ABSTAIN		NON-VOTES
Gary G. Benanav		421,951,194		12,831,354		126,027		35,340,534
Maura C. Breen		429,024,763		5,762,282		121,530		35,340,534
Nicholas J. LaHowchic		428,755,006		6,026,696		126,873		35,340,534
Thomas P. Mac Mahon		434,215,744		569,567		123,264		35,340,534
Frank Mergenthaler		434,406,310		377,211		125,054		35,340,534
Woodrow A. Myers, Jr. M.D.		434,389,883		396,794		121,898		35,340,534
John O. Parker, Jr.		428,630,456		6,150,884		127,235		35,340,534
George Paz		420,875,019		13,828,128		205,428		35,340,534
Samuel K. Skinner		385,987,808		48,645,282		275,485		35,340,534
Seymour Sternberg		416,170,261		18,617,192		121,122		35,340,534

Proposal 2. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for 2011 was ratified by the stockholders, by the votes set forth in the table below.


FOR	AGAINST	ABSTAIN
462,083,375	8,016,252	149,482

Proposal 3. The Amendments to the Bylaws, permitting stockholders to call a special meeting under certain circumstances, was approved by the stockholders, by the votes set forth in the table below.


FOR	AGAINST	ABSTAIN
468,583,084	1,322,671	343,354

Proposal 4. The stockholders approved, on a non-binding basis, executive compensation, by the votes set forth in the table below.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
421,551,156	11,367,210	1,990,209	35,340,534

Proposal 5. The stockholders approved, on a non-binding basis, the holding of a non-binding vote on executive compensation on an annual basis, by the votes set forth in the table below.


ONE-YEAR	TWO-YEAR	THREE-YEAR
FREQUENCY	FREQUENCY	FREQUENCY
VOTE	VOTE	VOTE	ABSTAIN
308,259,392	11,750,080	114,672,885	226,218

Proposal 6. The stockholders approved and ratified the 2011 LTIP, by the votes set forth in the table below.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
403,305,938	31,063,328	539,309	35,340,534

Proposal 7. A stockholder proposal requesting a report on political contributions was rejected by the stockholders, by the votes set forth in the table below.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
112,715,327	268,299,355	53,893,893	35,340,534

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.


Express Scripts, Inc.
By	/s/ Keith J. Ebling
	Name:	Keith J. Ebling
	Title:	Executive Vice President and General Counsel

Dated: May 10, 2011

EXHIBIT INDEX


Exhibit No.		Description

3.1		Third Amended and Restated Bylaws of the Company, as amended effective as of May 4, 2011.

3.2		Third Amended and Restated Bylaws of the Company, marked to show amendments to Sections 1.2, 1.11 and 1.12 effective as of May 4, 2011.

10.1		Express Scripts, Inc. 2011 Long-Term Incentive Plan, incorporated by reference to Appendix B to Express Scripts, Inc. 2011 Proxy Statement dated March 21, 2011.

99.1		Description of the Express Scripts, Inc. 2011 Long-Term Incentive Plan, incorporated by reference to pages 51-60 of the Express Scripts, Inc. 2011 Proxy Statement dated March 21, 2011.

99.2		Description of the Amendments to the Bylaws, incorporated by reference to page 48 of the Express Scripts, Inc. Proxy Statement dated March 21, 2011.

Express Scripts Inactive 8-KDeparture of Directors or Certain Officers