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: May 9, 2012
Date of earliest event reported: May 8, 2012
Warner Chilcott Public Limited Company
(Exact name of registrant as specified in its charter)
| Ireland | 0-53772 | 98-0626948 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1 Grand Canal Square
Docklands
Dublin 2, Ireland
(Address of principal executive offices, including zip code)
+353 1 897 2000
(Registrant’s telephone number, including area code)
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 |
| (a) | Warner Chilcott Public Limited Company’s (the “Company”) 2012 annual general meeting of shareholders (the “Annual Meeting”) was held on May 8, 2012. |
| (b) | At the Company’s Annual Meeting, the shareholders of the Company (i) elected each of the Company’s nominees for director listed below, (ii) approved the appointment of PricewaterhouseCoopers LLP as independent auditors of the Company for the fiscal year ending December 31, 2012 and authorized the board of directors to determine the auditors’ remuneration and (iii) approved, on an advisory basis, the compensation of the Company’s Named Executive Officers (as defined in the Company’s 2012 proxy statement). |
The final results of voting on each of the items submitted to a vote of shareholders during the Company’s Annual Meeting are as follows:
| For | Against | Abstentions | Broker Non-Votes |
|||||||||||||||
| 1. | Election of Class III Directors: |
|||||||||||||||||
| James H. Bloem |
188,455,330 | 2,631,679 | 132,985 | 12,556,924 | ||||||||||||||
| Roger M. Boissonneault |
190,314,298 | 778,931 | 126,765 | 12,556,924 | ||||||||||||||
| John A. King, P.h.D. |
189,231,879 | 1,860,761 | 127,354 | 12,556,924 | ||||||||||||||
| Patrick J. O’Sullivan |
188,675,786 | 2,410,768 | 133,440 | 12,556,924 | ||||||||||||||
| 2. | Approval of the appointment of PricewaterhouseCoopers LLP, a registered public accounting firm, as independent auditors of the Company for the fiscal year ending December 31, 2012 and authorization of the board of directors to determine the auditors’ remuneration | 198,688,094 | 5,061,320 | 27,504 | 0 | |||||||||||||
| 3. | Approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers | 168,217,374 | 22,946,030 | 56,590 | 12,556,924 | |||||||||||||
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.
| WARNER CHILCOTT PUBLIC LIMITED COMPANY | ||
| By: | /s/ Paul Herendeen | |
| Name: | Paul Herendeen | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: May 9, 2012