Form 8-K

Date: April 2, 2013

PATHEON INC.

/s/ Stuart Grant

Stuart Grant

Executive Vice President, Chief Financial Officer

0001193125-13-138536.txt : 20130402 0001193125-13-138536.hdr.sgml : 20130402 20130402160556 ACCESSION NUMBER: 0001193125-13-138536 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130328 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130402 DATE AS OF CHANGE: 20130402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATHEON INC CENTRAL INDEX KEY: 0001400431 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54283 FILM NUMBER: 13735348 BUSINESS ADDRESS: STREET 1: C/O PATHEON PHARMACEUTICALS SERVICES INC STREET 2: 4721 EMPEROR BOULEVARD, SUITE 200 CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 905-821-4001 MAIL ADDRESS: STREET 1: 2100 SYNTEX COURT CITY: MISSISSAUGA STATE: A6 ZIP: L5N 7K9 8-K 1 d515613d8k.htm FORM 8-K 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): March 28, 2013

PATHEON INC.

(Exact name of registrant as specified in its charter)

Canada

000-54283

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

c/o Patheon Pharmaceuticals Services Inc.

4721 Emperor Boulevard, Suite 200

Durham, NC

27703

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (919) 226-3200

Not Applicable

(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:

¨	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 5.07

Submission of Matters to a Vote of Security Holders.

On March 28, 2013, Patheon Inc. (the “Company”) held its 2013 Annual and Special Meeting of Shareholders (the “Meeting”) to (i) elect nine directors; (ii) appoint Ernst & Young LLP as the Company’s for the ensuing year at remuneration to be fixed by the Company’s board of directors; and (iii) consider and, if thought appropriate, approve a resolution to amend Patheon’s By-law No. 1 (2008) to increase the quorum requirements for meetings of the Company’s shareholders. For more information about the foregoing matters, see the Company’s proxy statement filed with the Securities and Exchange Commission on February 26, 2013.

As of February 21, 2013, the record date for the Meeting, there were 139,806,375 restricted voting shares issued, outstanding and entitled to vote on all matters, except the election of those directors elected by the holders of Class I Preferred Shares, Series D (“Special Voting Preferred Shares”), of which there were 150,000 shares issued, outstanding and entitled to vote on the election of such directors. At the Meeting, 117,123,278 restricted voting shares and 150,000 Special Voting Preferred Shares were represented in person or by proxy, constituting a quorum. The certified results of the matters voted on at the Meeting are set forth below.

Proposal No. 1 – Election of nine directors.

Directors electable by holders of restricted voting shares:


Nominee	For		Withheld		Broker Non-Vote
Daniel Agroskin		97,092,809		17,928,151		2,102,318

James C. Mullen		106,344,120		8,676,840		2,102,318

Brian G. Shaw		114,856,189		164,771		2,102,318

David E. Sutin		105,558,992		9,461,968		2,102,318

Joaquín B. Viso		99,569,736		15,451,224		2,102,318

Derek J. Watchorn		114,854,489		166,471		2,102,318

The above director nominees were duly elected by a vote conducted by ballot.

Directors electable by holders of Special Voting Preferred Shares:


Nominee	For		Withheld		Broker Non-Vote
Michel Lagarde		150,000		0		0

Paul S. Levy		150,000		0		0

Nicholas O’Leary		150,000		0		0

The above director nominees were duly elected by a vote by proxy.

Proposal No. 2 – Appointment of Ernst & Young LLP as the Company’s auditors for the ensuing year at remuneration to be fixed by the Company’s board of directors.


For		Withheld
116,958,080		84,475

This proposal was approved by a show of hands.

Proposal No. 3 – Approval of a resolution to amend Patheon’s By-law No. 1 (2008) to increase the quorum requirements for meetings of the Company’s shareholders.


For	Against		Abstain		Broker Non-Vote
104,116,187		10,897,628		7,145		2,102,318

This proposal was approved by a vote conducted by ballot.

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.