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 11, 2010
Valeant Pharmaceuticals International
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
1-11397
|
|
33-0628076 |
(State or other jurisdiction of
|
|
(Commission File Number)
|
|
(I.R.S Employer |
incorporation or organization)
|
|
|
|
Identification No.) |
One Enterprise
Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
(949) 461-6000
(Registrants 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:
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 |
On May 11, 2010, at the Annual Meeting of Stockholders of Valeant Pharmaceuticals International
(the Company), the Companys stockholders approved an amendment to the Companys 2006 Equity
Incentive Plan (the 2006 Plan) to increase: (i) from 1,000,000 to 5,000,000 shares, the maximum
number of shares that may be granted to any employee under the 2006 Plan in any calendar year as
options and stock appreciation rights; (ii) from 1,000,000 shares to 5,000,000 shares, the maximum
number of shares that may be issued to any participant under the 2006 Plan in a calendar year
attributable to stock awards that are awarded as performance stock awards; and (iii) from $3
million to $10 million, the maximum value that may be granted to any participant under the 2006
Plan in a calendar year pursuant to performance cash awards (collectively, the Amendment). The
Companys Board of Directors approved the Amendment on March 3, 2010, subject to approval of the
Amendment by the Companys stockholders at the 2010 Annual Meeting of Stockholders.
The descriptions set forth above are qualified in their entirety by the Amendment filed herewith as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|
|
|
Item 5.07. |
|
Submission of Matters to a Vote of Security Holders. |
In connection with the Annual Meeting of Stockholders of the Company held on May 11, 2010, proxies
were solicited pursuant to the Securities Exchange Act of 1934. Following are the voting results on
proposals considered and voted upon at the meeting, all of which were described in the Companys
definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on
March 23, 2010.
Proposal 1. Each of the four nominees for director was elected for a term expiring in 2011.
At the meeting, the vote for election of directors was as follows:
|
|
|
|
|
|
|
|
|
Name |
|
FOR |
|
WITHHELD |
Brandon B. Boze |
|
|
65,639,041 |
|
|
|
253,076 |
|
J. Michael Pearson |
|
|
65,395,239 |
|
|
|
496,878 |
|
Norma A. Provencio |
|
|
65,369,775 |
|
|
|
522,342 |
|
Stephen F. Stefano |
|
|
64,413,534 |
|
|
|
1,478,583 |
|
Proposal 2. An amendment to the Companys 2006 Plan and the 2006 Plan, as amended by the
amendment, were approved. At the meeting, the vote to approve the amendment and the 2006
Plan, as amended, was as follows:
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN |
49,512,733
|
|
16,315,137
|
|
64,247 |
Proposal 3. The appointment of PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the year ending December 31, 2010 was ratified. At
the meeting, the vote to ratify this appointment was as follows:
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN |
70,910,001
|
|
242,460
|
|
26,283 |
|
|
|
Item 9.01. |
|
Financial Statements and Exhibits. |
(d) Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Description |
10.1
|
|
Amendment, dated March 3, 2010 and approved by stockholders
on May 11, 2010, to Valeant Pharmaceuticals International
2006 Equity Incentive Plan (previously filed as Annex A to
the Companys Definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on March
23, 2010 and incorporated herein by reference). |