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): May 16, 2012
HUMAN GENOME SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14169 | 22-3178468 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 14200 Shady Grove Road, Rockville, Maryland | 20850-7464 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (301) 309-8504
(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)) |
Section 5 — Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2012, Human Genome Sciences, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The proxy statement pertaining to the Annual Meeting was previously filed by the Company with the Securities and Exchange Commission on March 30, 2012. As of the close of business on the record date of March 23, 2012, there were 199,102,958 shares of common stock outstanding and entitled to vote. The tabulation of votes for each proposal voted on by stockholders was as follows:
Proposal 1: Election of Directors.
| Name | Votes For |
Votes Withheld |
Broker Non-Votes |
|||||||||
| Allan Baxter, Ph.D. |
138,301,192 | 925,174 | 34,743,553 | |||||||||
| Richard J. Danzig |
137,867,472 | 1,358,894 | 34,743,553 | |||||||||
| Colin Goddard, Ph.D. |
137,979,989 | 1,246,377 | 34,743,553 | |||||||||
| Maxine Gowen, Ph.D. |
138,386,850 | 839,516 | 34,743,553 | |||||||||
| Tuan Ha-Ngoc |
138,289,316 | 937,050 | 34,743,553 | |||||||||
| A. N. “Jerry” Karabelas, Ph.D. |
137,996,774 | 1,229,592 | 34,743,553 | |||||||||
| John L. LaMattina, Ph.D. |
137,997,527 | 1,228,839 | 34,743,553 | |||||||||
| Augustine Lawlor |
137,989,548 | 1,236,818 | 34,743,553 | |||||||||
| George J. Morrow |
138,366,387 | 859,979 | 34,743,553 | |||||||||
| Gregory Norden |
138,369,595 | 856,771 | 34,743,553 | |||||||||
| H. Thomas Watkins |
138,347,847 | 878,519 | 34,743,553 | |||||||||
| Robert C. Young, M.D. |
138,362,932 | 863,434 | 34,743,553 | |||||||||
Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012.
| For |
Against |
Abstain | ||
| 172,023,945 |
1,377,963 | 568,011 |
Proposal 3: Advisory vote on the compensation paid to the named executive officers.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 119,180,229 |
19,766,162 | 279,975 | 34,743,553 |
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.
| HUMAN GENOME SCIENCES, INC. | ||
| By: | /S/ JAMES H. DAVIS, PH.D. | |
| Name: James H. Davis, Ph.D. | ||
| Title: Executive Vice President, General Counsel and Secretary | ||
Date: May 16, 2012