8-K
MEDICINES CO /DE filed this form 8-K on 1 Jun 2017
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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 25, 2017

The Medicines Company
(Exact Name of Registrant as Specified in Charter)
Delaware
 
000-31191
 
04-3324394
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
                     

8 Sylvan Way
Parsippany, New Jersey
 
07054
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code: (973) 290-6000

 
(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):
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                                     o




Item 5.07. Submission of Matters to a Vote of Security Holders.
The Medicines Company (the "Company") held its Annual Meeting of Stockholders on May 25, 2017 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders considered and voted on the following proposals, each of which is described in more detail in the 2017 Proxy Statement: (1) the election of eight class 1 directors for terms to expire at the Company's 2018 annual meeting of stockholders; (2) the approval, on an advisory basis, of the compensation of the Company's named executive officers as presented in the 2017 Proxy Statement; (3) a proposal to vote, on an advisory basis, on the frequency with which the Company's executive compensation will be subject to future advisory stockholder votes; and (4) the ratification of the appointment of Ernst & Young LLP as the Company's independent registered accounting firm for the current fiscal year.

The voting results at the Annual Meeting with respect to each of the matters described above, were as follows:

1.
The Company's stockholders voted to elect the following individuals as Class 1 directors of the Company, each for a one-year term expiring in 2018, or until their successors have been duly elected and qualified:
 
For
Against
Abstain
Broker Non-Votes
William W. Crouse
60,558,410
1,388,189
98,215
3,496,077
Fredric N. Eshelman
61,779,886
253,770
11,158
3,496,077
Robert J. Hugin
57,015,507
4,929,207
100,100
3,496,077
John C. Kelly
61,762,834
184,535
97,445
3,496,077
Clive A. Meanwell
61,736,453
296,602
11,759
3,496,077
Paris Panayiotopoulos
61,959,113
77,562
8,139
3,496,077
Hiroaki Shigeta
61,654,581
289,324
100,909
3,496,077
Elizabeth H.S. Wyatt
61,656,566
288,290
99,958
3,496,077

2.
The Company's executive compensation was approved, on an advisory basis, based upon the following votes:
For
Against
Abstain
Broker Non-Votes
61,405,916
528,630
110,268
3,496,077

3.
The Company's stockholders voted, on an advisory basis, for the Company to hold advisory votes on executive compensation on an annual basis, based upon the following votes:
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
57,090,651
17,471
4,834,835
101,857
3,496,077

4.
The independent registered public accounting firm for the current fiscal year was ratified based upon the following votes:
For
Against
Abstain
Broker Non-Votes
65,345,285
191,747
3,859



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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 hereunto duly authorized.
 
THE MEDICINES COMPANY
 
 
Date: May 31, 2017
By:
/s/ Stephen M. Rodin
 
Stephen M. Rodin
 
 
 
 
Executive Vice President and General Counsel

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