Form 8-K

 

 

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): June 4, 2014

  

 

BioMarin Pharmaceutical Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-26727   68-0397820

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

770 Lindaro Street, San Rafael, California   94901
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (415) 506-6700

(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 (see General Instruction A.2. below):

 

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

Amendments to 2006 Employee Stock Purchase Plan

On June 4, 2014, at the 2014 Annual Meeting of the Stockholders (the “Annual Meeting”) of BioMarin Pharmaceutical Inc. (“BioMarin” or the “Company”), BioMarin’s stockholders approved amendments to the Company’s Amended and Restated 2006 Employee Stock Purchase Plan (the “2006 ESPP”) to: (i) increase the aggregate number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), authorized for issuance under the 2006 ESPP from 2,500,000 to 3,500,000 shares; and (ii) extend the term of the 2006 ESPP to May 2, 2018.

The amendments to the 2006 ESPP had been previously approved, subject to stockholder approval, by the Board of Directors of BioMarin. The amendments to the 2006 ESPP became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the 2006 ESPP is set forth in BioMarin’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 22, 2014 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the 2006 ESPP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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

On June 4, 2014, BioMarin held the Annual Meeting at the Cavallo Point Lodge, 601 Murray Circle, Fort Baker, Sausalito, CA. A total of 145,898,520 shares of Common Stock were entitled to vote as of April 7, 2014, the record date for the Annual Meeting. There were 133,214,373 shares of Common Stock present in person or represented by proxy at the Annual Meeting, at which the stockholders were asked to vote on four (4) proposals, each of which is described in more detail in the Proxy Statement. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.

Proposal 1. Election of Directors

 

Directors Elected

  

Vote For

    

Withheld

    

Broker

Non-Votes

 

Jean-Jacques Bienaimé

     120,238,424         4,749,465         8,226,484   

Kenneth M. Bate

     115,276,379         9,711,510         8,226,484   

Michael Grey

     124,506,772         481,117         8,226,484   

Elaine J Heron, Ph.D.

     124,108,548         879,341         8,226,484   

Pierre Lapalme

     123,171,342         1,816,547         8,226,484   

V. Bryan Lawlis, Ph.D.

     124,470,524         517,365         8,226,484   

Richard A. Meier

     124,509,924         477,965         8,226,484   

Alan J. Lewis

     112,687,917         12,299,972         8,226,484   

Dennis J. Slamon, M.D., Ph.D.

     124,688,185         299,704         8,226,484   

William D. Young

     122,668,651         2,319,238         8,226,484   

Based on the votes set forth above, each of the ten nominees set forth above was duly elected to serve as a director of BioMarin for a one year term, or until his or her respective successor has been duly elected and qualified at the next annual meeting of stockholders of BioMarin.


Proposal 2. Vote on the Amendments to the 2006 Employee Stock Purchase Plan

The vote to approve amendments to the 2006 ESPP, as set forth in the Proxy Statement, received the following votes:

 

For

  

Against

    

Abstain

    

Broker

Non-Votes

 

124,272,924

     521,620         193,345         8,226,484   

Based on the votes set forth above, the amendments to the 2006 ESPP, as set forth in the Proxy Statement, were approved by the stockholders.

Proposal 3. Advisory Vote on the Compensation of the Company’s Named Executive Officers

The advisory (non-binding) vote to approve the compensation of BioMarin’s named executive officers, as set forth in the Proxy Statement, received the following votes:

 

For

  

Against

    

Abstain

    

Broker

Non-Votes

 

110,051,643

     14,725,509         210,737         8,226,484   

Based on the votes set forth above, the compensation of BioMarin’s named executive officers, as set forth in the Proxy Statement, was approved in an advisory vote by the stockholders.

Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm

The ratification of the selection of KPMG LLP as BioMarin’s independent registered public accounting firm for the fiscal year ending December 31, 2014 received the following votes:

 

For

  

Against

    

Abstain

 

132,345,005

     657,499         211,869   

Based on the votes set forth above, the selection of KPMG LLP as BioMarin’s independent registered public accounting firm to serve for the year ending December 31, 2014 was duly ratified by the stockholders.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Number

      

Description

10.1      BioMarin Pharmaceutical Inc. Amended and Restated 2006 Employee Stock Plan, as adopted on June 21, 2006 and as amended on March 5, 2014.

 

Management contract or compensatory plan or arrangement.


SIGNATURE

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.

 

   

BioMarin Pharmaceutical Inc.,

a Delaware corporation

Date: June 9, 2014     By:  

/s/ G. Eric Davis

      G. Eric Davis
      Senior Vice President, General Counsel


EXHIBIT INDEX

 

10.1      BioMarin Pharmaceutical Inc. Amended and Restated 2006 Employee Stock Plan, as adopted on June 21, 2006 and as amended on March 5, 2014.

 

Management contract or compensatory plan or arrangement.

 

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