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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported): May 16, 2011 (May 16, 2011)
Valeant Pharmaceuticals International, Inc.
(Exact name of registrant as specified in its charter)
| Canada (State or other jurisdiction of incorporation or organization) |
001-14956 (Commission File Number) |
98-0448205 (I.R.S Employer Identification No.) |
7150 Mississauga Road,
Mississauga, Ontario,
Mississauga, Ontario,
Canada L5N 8M5
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code): (905) 286-3000
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:
| 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)) |
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Adoption of the 2011 Annual Omnibus Plan
On May 16, 2011, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Valeant
Pharmaceuticals International, Inc. (the “Company”), the Company’s shareholders approved
the Company’s 2011 Omnibus Incentive Plan, as amended (the “2011 Omnibus Plan”), which will
replace the Company’s 2007 Equity Compensation Plan for future equity awards granted by the
Company. The 2011 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 2011 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 14,
2011, as supplemented on May 10, 2011 (the “Proxy Statement”). That summary and the
foregoing description of the 2011 Omnibus Plan are qualified in their entirety by reference to the
text of the 2011 Omnibus Plan, which was filed as Exhibit A to the Proxy Statement and
amended by the Supplement to the Proxy Statement, dated May 10, 2011, and is incorporated herein by
reference.
Amendment to the 2007 Equity Compensation Plan
On May 16, 2011, at the Annual Meeting, the Company’s Shareholders approved an amendment to the
Company’s 2007 Equity Compensation Plan (the “Amendment”) to increase the individual limit
on units subject to performance goals granted to any covered employee under Section 162(m) of the
Internal Revenue Code of 1986, as amended, in respect of any three-year performance period from
90,000 units to 300,000 units. The Amendment 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 Amendment is set forth in the Proxy Statement. That summary and the foregoing
description of the Amendment are qualified in their entirety by reference to the text of the
Amendment, 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 16, 2011 the Company held its Annual Meeting. At the Annual Meeting, the shareholders of
the Company voted on the following six proposals, each of which is described in detail in the 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 | |||||||||
Robert A. Ingram |
226,057,136 | 3,005,300 | 24,843,489 | |||||||||
Theo Melas-Kyriazi |
228,731,618 | 330,818 | 24,843,489 | |||||||||
G. Mason Morfit |
227,928,632 | 1,123,804 | 24,843,489 | |||||||||
Laurence E. Paul |
228,754,637 | 307,799 | 24,843,489 | |||||||||
J. Michael Pearson |
222,615,544 | 6,446,892 | 24,843,489 | |||||||||
Robert N. Power |
228,470,100 | 592,336 | 24,843,489 | |||||||||
Norma A. Provencio |
227,937,418 | 1,125,018 | 24,843,489 | |||||||||
Lloyd M. Segal |
228,761,165 | 301,271 | 24,843,489 | |||||||||
Katharine Stevenson |
228,730,902 | 331,534 | 24,843,489 | |||||||||
Michael Van Every |
228,621,868 | 440,568 | 24,843,489 | |||||||||
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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 Proxy Statement.
| For | Against | Abstain | Broker Non-Votes | |||
225,302,678
|
3,222,657 | 537,101 | 24,843,489 |
Proposal No. 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.
The shareholders recommended, on a non-binding advisory basis, that an advisory vote on the
compensation of the Company’s Named Executive Officers should be held every year.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 211,695,212 | 850,546 | 16,281,959 | 234,719 | 24,843,489 |
As this vote is consistent with the Board’s recommendation, the Company will hold a non-binding
advisory vote on the compensation of the Company’s Named Executive Officers every year.
Proposal No. 4: Adoption of the Company’s 2011 Omnibus Incentive Plan. The shareholders approved
the adoption of the 2011 Omnibus Incentive Plan, as amended.
| For | Against | Abstain | Broker Non-Votes | |||
| 205,346,752 | 23,257,697 | 457,987 | 24,843,489 |
Proposal No. 5: Amendment to the Company’s 2007 Equity Compensation Plan. The shareholders approved
the amendment to the Company’s 2007 Equity Compensation Plan.
| For | Against | Abstain | Broker Non-Votes | |||
| 226,997,422 | 1,309,975 | 755,039 | 24,843,489 |
Proposal No. 6: Appointment of the Independent Registered Public Accounting Firm. The shareholders
appointed the PriceWaterhouseCoopers LLP as the Company’s independent registered public accounting
firm to serve until the close of the 2012 Annual Meeting of Shareholders and authorized the Board
of Directors to fix the auditors’ remuneration.
| For | Withhold | Broker Non-Votes | ||
| 253,435,397 | 470,528 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | ||||
| Number | Description | |||
| 10.1 | Valeant Pharmaceuticals International, Inc. 2011 Omnibus Incentive
Plan, effective as of April 6, 2011, as amended on and approved by
the shareholders on May 16, 2011 (previously filed as Annex A to
the Company’s Management Proxy Circular and Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on
April 14, 2011, as amended by the Supplement dated May 10, 2011 to
the Company’s Management Proxy Circular and Proxy Statement filed
with the Securities and Exchange Commission on May 10, 2011, and
incorporated herein by reference). |
|||
| 10.2 | Amendment, dated April 6, 2011 and approved by the shareholders on
May 16, 2011, to Biovail Corporation 2007 Equity Compensation Plan
(previously filed as Annex B to the Company’s Management Proxy
Circular and Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on April 14, 2011, and
incorporated herein by reference). |
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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.
| VALEANT PHARMACEUTICALS INTERNATIONAL, INC. |
||||
| Date: May 16, 2011 | By: | /s/Robert Chai-Onn | ||
| Robert Chai-Onn | ||||
| Executive Vice President, General Counsel | ||||
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EXHIBIT INDEX
| Exhibit | ||||
| Number | Description | |||
| 10.1 | Valeant Pharmaceuticals International, Inc. 2011 Omnibus Incentive
Plan, effective as of April 6, 2011, as amended on and approved by
the shareholders on May 16, 2011 (previously filed as Annex A to
the Company’s Management Proxy Circular and Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on
April 14, 2011, as amended by the Supplement dated May 10, 2011 to
the Company’s Management Proxy Circular and Proxy Statement filed
with the Securities and Exchange Commission on May 10, 2011 and
incorporated herein by reference). |
|||
| 10.2 | Amendment, dated April 6, 2011 and approved by the shareholders on
May 16, 2011, to Biovail Corporation 2007 Equity Compensation Plan
(previously filed as Annex B to the Company’s Management Proxy
Circular and Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on April 14, 2011 and
incorporated herein by reference). |
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