0001113481-14-000034.txt : 20140530 0001113481-14-000034.hdr.sgml : 20140530 20140530170058 ACCESSION NUMBER: 0001113481-14-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140529 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140530 DATE AS OF CHANGE: 20140530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICINES CO /DE CENTRAL INDEX KEY: 0001113481 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043324394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31191 FILM NUMBER: 14881113 BUSINESS ADDRESS: STREET 1: 8 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-290-6000 MAIL ADDRESS: STREET 1: 8 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: MEDICINES CO/ MA DATE OF NAME CHANGE: 20000504 8-K 1 form8-k2014annualmeeting.htm 8-K Form 8-K 2014 annual meeting


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 29, 2014


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))




Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of The Medicines Company (the "Company"), held on May 29, 2014 (the “Annual Meeting”), stockholders considered and voted on the following proposals, each of which is described in more detail in the Company’s proxy statement dated April 30, 2014 (the "Proxy Statement"): (1) the election of three class 2 directors for terms expiring at the 2017 annual meeting of stockholders; (2) the approval of amendments to the Company's 2013 stock incentive plan; (3) the approval, on an advisory basis, of the compensation of the Company's named executive officers as presented in the Company's proxy statement delivered to stockholders in connection with the Annual Meeting; 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 stockholders voted to elect the following individuals as Class 2 directors of the Company, each for a three-year term expiring in 2017, or until their successors have been duly elected and qualified:
 
For
Withheld
Broker Non-Votes
Robert J. Hugin
56,659,322
2,093,505
2,593,801
Clive A. Meanwell
57,455,417
1,297,410
2,593,801
Elizabeth H.S. Wyatt
57,794,867
957,960
2,593,801


2.
The amendments to the Company's 2013 stock incentive plan were approved based upon the following votes:

For
Against
Abstain
Broker Non-Votes
46,200,918
12,536,896
15,013
2,593,801


3.
The Company's executive compensation was approved, on an advisory basis, based upon the following votes:

For
Against
Abstain
Broker Non-Votes
56,766,776
1,969,362
16,689
2,593,801


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
60,963,718
366,306
16,604
—


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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 30, 2014
By:
/s/ Stephen M. Rodin
 
Senior Vice President and General Counsel
 
 
 
 
 



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