Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - BARD C R INC /NJ/ | d522878dex991.htm |
| EX-10.34 - EX-10.34 - BARD C R INC /NJ/ | d522878dex1034.htm |
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 17, 2013
C. R. BARD, INC.
(Exact Name of Registrant as Specified in Charter)
| New Jersey | 001-6926 | 22-1454160 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 730 Central Avenue Murray Hill, New Jersey |
07974 | |
| (Address of Principal Executive Office) | (Zip Code) |
(908) 277-8000
(Registrant’s Telephone Number, Including Area Code)
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) On April 17, 2013, C. R. Bard, Inc. (the “Company”) held its 2013 Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company’s shareholders approved the 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated (the “LTIP”) to increase the number of shares of common stock authorized to be issued under the LTIP by 2,000,000 shares for a total of 24,225,000 authorized shares under the LTIP. The purpose of the LTIP is to provide a variety of long-term incentive awards to attract and retain qualified employees.
The material features of the LTIP are described Exhibit 99.1, which is attached hereto and which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the copy of the LTIP, which is attached hereto as Exhibit 10.34 and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) The registrant held its Annual Meeting of Shareholders on April 17, 2013.
(b) Described below are the matters voted upon at the Annual Meeting of Shareholders and the number of votes for and against, abstentions and broker non-votes, as applicable.
Proposal No. 1 – Each of the director nominees were elected. The results of the voting for three Directors for a term of one year are set forth below:
| Nominee |
Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||
| David M. Barrett |
66,554,457 | 724,096 | 68,599 | 4,937,337 | ||||||||||||
| Anthony Welters |
65,381,543 | 1,898,416 | 67,193 | 4,937,337 | ||||||||||||
| Tony L. White |
65,647,992 | 1,635,456 | 63,704 | 4,937,337 | ||||||||||||
Directors whose terms continued after the Annual Meeting of Shareholders are Marc C. Breslawsky, Herbert L. Henkel, John C. Kelly, Gail K. Naughton, Timothy M. Ring, Tommy G. Thompson and John H. Weiland.
Proposal No. 2 – Ratification of the appointment of KPMG LLP, as independent registered public accounting firm for fiscal year 2013 – approved.
| For | 70,562,089 | |||
| Against | 1,629,077 | |||
| Abstain | 93,323 |
Proposal No. 3 – Approval of the 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated – approved.
| For | 50,505,236 | |||
| Against | 16,723,598 | |||
| Abstain | 118,318 | |||
| Broker non-votes | 4,937,337 |
Proposal No. 4 – Approval of the compensation of our named executive officers, on an advisory basis – approved.
| For | 64,462,975 | |||
| Against | 2,371,193 | |||
| Abstain | 512,984 | |||
| Broker non-votes | 4,937,337 |
Proposal No. 5 – Shareholder proposal relating to sustainability reporting on environmental, social and governance (ESG) business practices – not approved.
| For | 22,486,274 | |||
| Against | 41,911,896 | |||
| Abstain | 2,948,982 | |||
| Broker non-votes | 4,937,337 |
Proposal No. 6 – Shareholder proposal relating to separating the Chair and CEO roles – not approved.
| For | 24,325,591 | |||
| Against | 42,457,438 | |||
| Abstain | 564,123 | |||
| Broker non-votes | 4,937,337 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit 10.34* | 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated. | |
| Exhibit 99.1 | Description of 2012 Long Term Incentive Plan of C. R. Bard, Inc. as amended and restated. | |
| * | This exhibit constitutes a management contract or a compensatory plan or arrangement. |
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.
| C. R. BARD, INC. | ||||
| (Registrant) | ||||
| Date: April 19, 2013 | /s/ Jean F. Holloway | |||
| Jean F. Holloway Vice President, General Counsel and Secretary | ||||
INDEX TO EXHIBITS
| Exhibit 10.34 | 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated. | |
| Exhibit 99.1 | Description of 2012 Long Term Incentive Plan of C. R. Bard, Inc. as amended and restated. | |