SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of April 2016
FRESENIUS MEDICAL CARE AG & Co. KGaA
(Translation of registrants name into English)
Else-Kröner Strasse 1
61346 Bad Homburg
Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82
On April 1, 2016 the Company published in the German -Bundesanzeiger (Federal Gazette) the invitation and agenda for its 2016 Annual General Meeting (AGM) of Shareholders to be held May 12, 2016.
Also on April 1, 2016, the Company furnished under cover of a Report on Form 6-K (the April 1 Form 6-K) convenience translations of the invitation and agenda for the 2016 AGM and the convenience translations of two other reports referred to in the AGM invitation the report of the Companys Supervisory Board and the report of the Companys General Partner pursuant to § 289 ss. 4 and § 315 ss. 4 of the German Commercial Code. The Company also furnished with the April 1 Form 6-K certain additional information (the Supplemental Information) that the Company has agreed to make available to its American Depositary Receipt (ADR) holders pursuant to the Pooling Agreement among the Company, the Companys General Partner, Fresenius SE & Co. KGaA, and the Companys independent directors designated in the Pooling Agreement. For a description of the contents of the Supplemental Information, see the April 1 Form 6-K. Copies of the invitation and agenda for the AGM, the respective additional reports of the Companys Supervisory Board and of the Companys General Partner pursuant to the German Commercial Code, and the Supplemental Information, have also been posted on the Companys web site, www.freseniusmedicalcare.com.
On or about April 11, 2016 the Depositary for the ADRs will distribute to ADR holders (a) the AGM invitation and agenda, (b) a voting instruction card for ADR holders and (c) the Report of the Companys Supervisory Board. The Company is now furnishing a copy of the voting instruction card with this Report on Form 6-K. The Company has also furnished the Supplemental Information to the ADR Depositary, which will provide copies of the Supplemental Information to ADR holders without charge upon request made to the Depositary.
The Companys Annual Report on Form 20-F and the Companys 2015 Annual Report have each been posted on the Companys web site.
EXHIBITS
The following exhibits are being furnished with this Report:
Exhibit 99.1 |
Voting Instruction Card for holders of ADRS. |
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Exhibit 99.2 |
Information for Holders of American Depository Receipts Regarding the Annual General Meeting. |
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 thereunto duly authorized.
DATE: April 11, 2016 |
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FRESENIUS MEDICAL CARE AG & Co. KGaA, | ||
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a partnership limited by shares, represented by: | ||
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FRESENIUS MEDICAL CARE MANAGEMENT AG, its | ||
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general partner | ||
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By: |
/s/ RICE POWELL | |
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Name: |
Rice Powell |
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Title: |
Chief Executive Officer and |
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Chairman of the Management Board |
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of the General Partner |
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By: |
/s/ MICHAEL BROSNAN | |
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Name: |
Michael Brosnan |
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Title: |
Chief Financial Officer and |
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Member of the Management Board |
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of the General Partner |
Exhibit 99.1
84431 Fresenius Medical Register VIF Proof 6 Ordinary General Meeting of Fresenius Medical Care AG & Co. KGaA to be held May 12, 2016 For Holders as of April 4, 2016 Ordinary General Meeting of Fresenius Medical Care AG & Co. KGaA May 12, 2016 See Voting Instructions On Reverse Side. Date: Please make your marks like this: Use pen only For Against Abstain 1. Resolution on the approval of the annual financial statements of Fresenius Medical Care AG & Co. KGaA for fiscal year 2015 MAIL Mark, sign and date your Voting Instruction Form. Detach your Voting Instruction Form. Return your Voting Instruction Form in the postage-paid envelope provided. 2. Resolution on the allocation of distributable profit 3. Resolution on the approval of the actions of the General Partner for fiscal year 2015 4. Resolution on the approval of the actions of the Supervisory Board for fiscal year 2015 5. Election of the auditor and consolidated group auditor for fiscal year 2016 All votes must be received prior to 5:00 p.m. New York City Time April 29, 2016. 6. Resolution on the approval of the revised compensation system for the members of the Management Board of the General Partner 7. Elections to the Supervisory Board and to the Joint Committee. All candidates will be elected individually. a) Dr. Gerd Krick b) Dr. Dieter Schenk c) Rolf A. Classon* d) William P. Johnston* e) Deborah Doyle McWhinney f) Pascale Witz *in parallel proposed for election into the Joint Committee PROXY TABULATOR FOR FRESENIUS MEDICAL CARE AG & CO. KGAA P.O. BOX 8016 CARY, NC 27512-9903 8. Resolution on modifications of the remuneration of the members of the Supervisory Board and its committees and on the corresponding amendments to Article 13 of the Companys Articles of Association 9. Resolution on the authorization to purchase and use treasury shares pursuant to section 71 (1) No. 8 AktG and on the exclusion of subscription rights 10. Resolution on the approval of the amendment of the Pooling Agreement entered into by the Company, Fresenius SE & Co. KGaA and the Independent Directors EVENT # 11. Resolution on modification of the existing authorization to grant options to managerial staff members (Führungskräfte) and members of the management of Fresenius Medical Care AG & Co. KGaA or an affiliated company (Stock Option Program 2011) CLIENT # Authorized Signatures - This section must be completed for your instructions to be executed. Please Sign Here Please Date Above Copyright © 2016 Mediant Communications Inc. All Rights Reserved Please Sign Here Please Date Above 84431 Fresenius Medical Register VIF.indd 1 4/5/2016 12:33:26 PM Please separate carefully at the perforation and return just this portion in the envelope provided.
84431 Fresenius Medical Register VIF Proof 6 FRESENIUS MEDICAL CARE AG & Co. KGaA Instructions to The Bank of New York Mellon, as Depositary Bank (Must be received prior to 5:00 p.m. New York City time on April 29, 2016) The undersigned registered holder of one or more American Depositary Receipts (Receipts) of Fresenius Medical Care AG & Co. KGaA (the Company) hereby requests and instructs The Bank of New York Mellon, as Depositary Bank, to vote or cause to be voted in accordance with the instructions marked on the reverse side hereof, the number of shares of the Company represented by such Receipt(s) registered in the name of the undersigned on the books of the Depositary Bank as of the close of business on April 4, 2016, at the Ordinary General Meeting of Shareholders of Fresenius Medical Care AG & Co. KGaA to be held on May 12, 2016, in respect of the agenda items specified in the accompanying invitation. The Depositary Bank shall not vote or attempt to exercise the voting right attached to the shares or other deposited securities other than in accordance with the specific voting instruction from an owner prior to the instruction date. As provided in the Receipts, if no specific voting instruction is received from an owner prior to the instruction date, that owner shall be deemed to have instructed the Depositary Bank to give a proxy to the custodian, which will act as the proxy bank in accordance with section 135 of the German Stock Corporation Act, to vote in accordance with the recommendation with regard to voting of the shares pursuant to section 135 (3) of the German Stock Corporation Act as to any matter concerning which the notice from the Company indicates that a vote is to be taken by holders of shares. 84431 Fresenius Medical Register VIF.indd 2 4/5/2016 12:33:26 PM PROXY TABULATOR FOR FRESENIUS MEDICAL CARE AG & CO. KGAA P.O. Box 8016 CARY, NC 27512-9903
Exhibit 99.2
INFORMATION FOR HOLDERS OF AMERICAN DEPOSITARY RECEIPTS REGARDING THE ANNUAL GENERAL MEETING
ISIN: US3580291066 // CUSIP: 358029106
Holders of ADRs will generally submit their voting instructions to The Bank of New York Mellon Corporation, who, in its capacity as Depositary Bank, will try, as far as practically possible, to exercise the voting rights subject to German law and the provisions of the Articles of Association and according to the Instructions provided by the holders of ADRs. Guidelines as to the exercise of voting rights by means of Proxy Voting can be found in the materials of the Annual General Meeting, which will be sent to the holders of ADRs. Voting instructions must be received by The Bank of New York Mellon Corporation by 29 April 2016 (prior to 5 p.m. New York Time) at the latest.
Should, on an exceptional basis, a holder of ADRs wish to exercise voting rights in person at the Annual General Meeting, The Bank of New York Mellon Corporation will try on a best efforts basis to provide holders of ADRs with this possibility. However, due to the considerable amount of time required, an exercise of voting rights in person may not be guaranteed in all instances.
The custodian banks are advised of the separate publications in the German Wertpapier-Mittellungen.
Hof, April 2016
Fresenius Medical Care AG & Co. KGaA
The General Partner
Fresenius Medical Care Management AG
The Management Board
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