Edgar Filing: Valeant Pharmaceuticals International, Inc.

Against

Abstain

Broker
Non-Votes

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 the earliest event reported): May 20, 2014 (May 20, 2014)

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 Elzear Blvd, West

Laval, Quebec H7L 4A8

Canada

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code): (514) 744-6792

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

Adoption of the 2014 Omnibus Incentive Plan

On May 20, 2014, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Valeant Pharmaceuticals International, Inc. (the “Company”), the Company’s shareholders approved the Company’s 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”), which will replace the Company’s 2011 Omnibus Incentive Plan for future equity awards granted by the Company. The 2014 Omnibus Plan previously had been approved by the Company’s Board of Directors, subject to approval by the Company’s shareholders at the Annual Meeting.

A summary of the 2014 Omnibus Plan is set forth in the Company’s Management Proxy Circular and Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2014 (the “Proxy Statement”). That summary and the foregoing description of the 2014 Omnibus Plan are qualified in their entirety by reference to the text of the 2014 Omnibus Plan, which was filed as Exhibit B to the Proxy Statement, and is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 20, 2014 the Company held its Annual Meeting of Shareholders. 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 following individuals were elected to the Company’s Board of Directors:


Name	For		Withheld		Broker Non-Votes
Ronald H. Farmer		251,288,239		908,255		21,179,009
Colleen A. Goggins		251,712,817		483,677		21,179,009
Robert A. Ingram		249,639,221		2,557,273		21,179,009
Anders Lönner		251,650,643		545,851		21,179,009
Theo Melas-Kyriazi		251,423,599		772,895		21,179,009
J. Michael Pearson		246,575,385		5,621,109		21,179,009
Robert N. Power		250,186,656		2,009,838		21,179,009
Norma A. Provencio		251,604,073		592,421		21,179,009
Howard B. Schiller		238,521,290		13,675,204		21,179,009
Katharine B. Stevenson		250,315,363		1,881,131		21,179,009

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.

Proposal No. 3: 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 2015 Annual Meeting of Shareholders and authorized the Company’s Board of Directors to fix the auditors’ remuneration.


For	Withhold	Broker Non-Votes

272,250,719	1,124,784	0

Proposal No. 4: Adoption of the Company’s 2014 Omnibus Incentive Plan. The shareholders approved the 2014 Omnibus Incentive Plan and ratified and approved the grants of 320,033 share units and 180,000 options which were made subject to the shareholder approval of the 2014 Omnibus Plan.

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.