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EX-99.1 - EXHIBIT 99.1 - Mead Johnson Nutrition Coa6699994ex99_1.htm


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): April 28, 2011 (April 26, 2011)


MEAD JOHNSON NUTRITION COMPANY
(Exact name of Registrant as Specified in Charter)


Delaware 001-34251 80-0318351
(State or other Jurisdiction
of incorporation)
(Commission File Number) (IRS Employer Identification No.)

2701 Patriot Blvd., Glenview, Illinois 60026-8039
(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code: (847) 832-2420

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 2.02  Results of Operations and Financial Condition.

On April 28, 2011, Mead Johnson Nutrition Company (the “Company”) announced its financial results for the first quarter of 2011.  A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 5.07  Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of stockholders (the "Annual Meeting") on April 26, 2011. Of the 204,371,512 shares of common stock outstanding and entitled to vote as of the March 11, 2011 record date, 169,376,946 shares were represented in person or by proxy at the Annual Meeting.  A summary of the final voting results for each of the four matters voted upon by the stockholders at the Annual Meeting is set forth below.

1.  Stockholders elected each of the ten nominees for director to serve on the Company’s board of directors (the “Board”) for a term to expire at the 2012 annual meeting of Stockholders based upon the following votes:

Name   Votes For   Votes Withheld   Broker

Non-Votes

Stephen W. Golsby 162,019,283 313,867 7,043,796
Steven M. Altschuler, M.D. 162,026,694 306,456 7,043,796
Howard B. Bernick 162,003,429 329,721 7,043,796
Kimberly A. Casiano 161,923,393 409,757 7,043,796
Anna C. Catalano 161,781,417 551,733 7,043,796
Celeste A. Clark, Ph.D. 162,024,142 309,008 7,043,796
James M. Cornelius 158,684,874 3,648,276 7,043,796
Peter G. Ratcliffe 162,026,659 306,491 7,043,796
Elliott Sigal, M.D., Ph.D. 161,912,230 420,920 7,043,796
Robert S. Singer 161,931,824 401,326 7,043,796

2.  Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers based upon the following votes:

  Votes For   Votes Against  

Abstentions

  Broker Non-Votes
158,389,484 3,173,263 770,403 7,043,796

3.  Stockholders recommended, on an advisory basis, holding an advisory vote on the compensation of the Company's named executive officers every year based upon the following votes:

  One Year   Two years   Three Years  

Abstentions

 

Broker Non-Votes

136,409,573 5,952,725 19,283,698 687,154

7,043,796

Based on these results, and consistent with the Board’s recommendation, the Board has determined that the Company will hold an advisory vote on the compensation of its named executive officers every year until the next required vote on the frequency of such votes.

4.  Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2011 based upon the following votes:

Votes For   Votes Against  

Abstentions

169,071,301 98,647 206,998


Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

  Description
99.1 Press release of Mead Johnson Nutrition Company, dated April 28, 2011.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 28, 2011

 

MEAD JOHNSON NUTRITION COMPANY

 
 
By:   /s/ STANLEY D. BURHANS
Stanley D. Burhans
Vice President & Controller