Annual Reports

 
Quarterly Reports

 
8-K

  • 8-K (Nov 8, 2013)
  • 8-K (Oct 29, 2013)
  • 8-K (Oct 22, 2013)
  • 8-K (Oct 2, 2013)
  • 8-K (Sep 27, 2013)
  • 8-K (Sep 11, 2013)

 
Other

Allergan Finance LLC 8-K 2011

Documents found in this filing:

  1. 8-K
  2. 8-K
e8vk
Table of Contents

 
 
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 13, 2011
WATSON PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
         
Nevada   001-03305   95-3872914
         
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     
Morris Corporate Center III
400 Interpace Parkway
Parsippany, New Jersey
  07054
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (862) 261-7000
(Former name or former address, if changed since last report): Not applicable.
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))
 
 

 


TABLE OF CONTENTS

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.07 Submission of Matters to a Vote of Security Holders
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX


Table of Contents

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 13, 2011, Watson Pharmaceuticals, Inc. (“the Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) in Parsippany, NJ. At the Annual Meeting, the Company’s stockholders approved the Fourth Amendment and Restatement of the Company’s 2001 Incentive Award Plan (the “Plan”). As a result of such amendment and restatement: (a) the aggregate number of shares authorized for issuance under the Plan after December 31, 2010 shall not exceed 8,241,885 shares; (b) the share counting methodology used for purposes of determining the number of shares available for issuance pursuant to awards under the Plan has been revised; (c) the range of performance criteria that may be used in connection with certain performance-based awards under the Plan has been expanded; (d) the term of the Plan has been extended until 2021; and (e) various administrative provisions contained in the Plan were clarified.
     The foregoing summary of the Fourth Amendment and Restatement of the Plan is qualified in its entirety by reference to the full text of the document, which was filed with the Securities and Exchange Commission as Appendix B to the Company’s 2011 Proxy Statement dated April 1, 2011 (the “2011 Proxy Statement”) and the terms and conditions of which are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)   As described above, the Company held the Annual Meeting on May 13, 2011.
 
(b)   At the Annual Meeting, the Company’s stockholders voted on a total of six proposals, as described below.
  1.   Proposal to Elect Directors:
 
      The following directors were elected to the Company’s Board of Directors for a term of three years expiring at the Annual Meeting of Stockholders in 2014, with voting results as follows:
                                 
    For   Against   Abstain   Broker Non-Votes
Michael J. Fedida
    88,551,372       7,227,902       94,923       11,003,425  
Albert F. Hummel
    93,140,469       2,639,887       93,841       11,003,425  
Catherine M. Klema
    92,970,755       2,811,018       92,424       11,003,425  
Anthony Selwyn Tabatznik
    92,950,181       2,784,709       139,307       11,003,425  
  2.   Proposal to Amend and Restate the Company’s Certificate of Incorporation:
     The Company’s stockholders voted to approve an amendment and restatement of the Company’s Articles of Incorporation which, among other things, provides for the declassification of the Company’s Board of Directors and the deletion of certain other provisions, as described in the 2011 Proxy Statement, with voting results as follows:
             
For   Against   Abstain   Broker Non-Votes
106,418,130
  263,458   196,034   0
  3.   Proposal to Amend and Restate the Company’s 2001 Incentive Award Plan:
     As described under Item 5.02 above, the Company’s stockholders voted to approve the Fourth Amendment and Restatement of the Plan, with voting results as follows:
             
For   Against   Abstain   Broker Non-Votes
88,496,806   7,164,000   213,391   11,003,425

 


Table of Contents

  4.   Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation:
     The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as such compensation was described in the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Company’s 2011 Proxy Statement, with voting results as follows:
             
For   Against   Abstain   Broker Non-Votes
91,325,376   4,204,654   344,167   11,003,425
  5.   Proposal to Determine, on an Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation:
     The Company’s stockholders voted to approve, on an advisory basis, the taking of future advisory votes on the compensation of the Company’s Named Executive Officers on an annual basis, with voting results as follows:
                 
1 Year   2 Years   3 Years   Abstain   Broker Non-Votes
86,854,181   868,530   7,834,877   316,609   11,003,425
  6.   Proposal to Ratify the Appointment of PricewaterhouseCoopers LLP:
     The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, with voting results as follows:
             
For   Against   Abstain   Broker Non-Votes
102,485,596   3,407,070   984,956   0
(c) Not applicable.
(d) On May 13, 2011, following the Annual Meeting and after considering the results of the vote on the frequency of future advisory votes on named executive officer compensation (the “Frequency Vote”), the Board determined to hold future advisory votes on the compensation of our named executive officers on an annual basis until the next required Frequency Vote.
Item 9.01 Financial Statements and Exhibits.
(d)   Exhibits:
3.1   Amended and Restated Articles of Incorporation of Watson Pharmaceuticals, Inc. is incorporated by reference to Appendix A to the Company’s April 1, 2011 Definitive Proxy Statement on Schedule 14A.
 
10.1   Fourth Amendment and Restatement of the 2001 Incentive Award Plan of Watson Pharmaceuticals, Inc. is incorporated by reference to Appendix B to the Company’s April 1, 2011 Definitive Proxy Statement on Schedule 14A.

 


Table of Contents

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.
         
Dated: May 18, 2011  WATSON PHARMACEUTICALS, INC.
 
 
  By:   /s/ David A. Buchen    
    David A. Buchen   
    Executive Vice President, General
Counsel and Secretary 
 

 


Table of Contents

         
EXHIBIT INDEX
  (d)   Exhibits:
3.1   Amended and Restated Articles of Incorporation of Watson Pharmaceuticals, Inc. is incorporated by reference to Appendix A to the Company’s April 1, 2011 Definitive Proxy Statement on Schedule 14A.
 
10.1   Fourth Amendment and Restatement of the 2001 Incentive Award Plan of Watson Pharmaceuticals, Inc. is incorporated by reference to Appendix B to the Company’s April 1, 2011 Definitive Proxy Statement on Schedule 14A.

 

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki