AMAG PHARMACEUTICALS, INC. (NASDAQ:AMAG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Votes Against

Abstentions

Broker Non-Votes

ME Staff 8-k

8 years ago

AMAG PHARMACEUTICALS, INC. (NASDAQ:AMAG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On May 18, 2017, AMAG Pharmaceuticals, Inc. (the Company) held
its 2017Annual Meeting of Stockholders (the 2017 Annual Meeting).
At the 2017 Annual Meeting, the Companys stockholders approved
the AMAG Pharmaceuticals, Inc. Fourth Amended and Restated 2007
Equity Incentive (the Plan) to, among other things, increase the
number of shares of common stock available for issuance
thereunder by 2,485,000 shares. The Plan previously had been
approved, subject to stockholder approval, by the Companys Board
of Directors.

The Companys officers and directors are among the persons
eligible to receive awards under the Plan, as amended, in
accordance with the terms and conditions thereunder. A detailed
summary of the Plan is set forth in the Companys Definitive Proxy
Statement on Schedule 14A for the 2017 Annual Meeting filed with
the Securities and Exchange Commission on April 20, 2017 (the
Proxy Statement) under the caption Proposal 2: Approval of the
Fourth Amended and Restated 2007 Equity Incentive Plan, which
summary is incorporated herein by reference. That detailed
summary of the Plan and the foregoing description of the Plan,
are qualified in their entirety by reference to the full text of
the Plan, a copy of which is attached as Appendix A to the Proxy
Statement, and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As disclosed above, on May 18, 2017, the Company held its 2017
Annual Meeting. As of March 31, 2017, the record date for the
2017 Annual Meeting, 34,445,394 shares of the Companys common
stock were issued and outstanding, of which 30,821,155 shares
were represented, in person or by proxy, at the 2017 Annual
Meeting, constituting a quorum. The following proposals, which
are described in detail in the Proxy Statement, were voted upon
and approved at the 2017 Annual Meeting:

1. To elect the following persons as directors to serve until the
next Annual Meeting and until their successors have been elected
and qualified:



	Votes For	Votes Against		Abstentions	Broker Non-Votes
William K. Heiden	24,608,391		24,648		11,342	6,176,774
Barbara Deptula	24,371,930		205,849		66,602	6,176,774
John A. Fallon, M.D.	23,501,914		1,131,093		11,374	6,176,774
Brian P. Kelley	24,515,577		117,418		11,386	6,176,774
Robert J. Perez	24,444,100		188,790		11,491	6,176,774
Lesley Russell, MB.Ch.B., MRCP	21,843,058		2,789,645		11,678	6,176,774
Gino Santini	24,153,332		479,267		11,782	6,176,774
Davey S. Scoon	24,454,041		178,548		11,792	6,176,774
James R. Sulat	24,413,563		219,036		11,782	6,176,774

2. To approve the AMAG Pharmaceuticals, Inc. Fourth Amended and
Restated 2007 Equity Incentive Plan to, among other things,
increase the number of shares of the Companys common stock
available for issuance thereunder by 2,485,000 shares:

3. To approve, on an advisory basis, the compensation of the
Companys named executive officers as disclosed in the Proxy
Statement:

4. To approve, on an advisory basis, the preferred frequency of
future stockholder advisory votes on the compensation of the
Companys named executive officers:



1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
20,558,773	67,393	4,010,804	7,411	6,176,774

In light of such vote, the Company’s Board of Directors has
determined that the Company will hold future non-binding advisory
votes on executive compensation on an annual basis until the next
required vote on the frequency of stockholder votes on the
compensation of executives.

5. To approve the Rights Agreement, dated April 7, 2017, to
enhance the Company’s ability to preserve the value of its net
operating loss carryforwards and certain other deferred tax
assets:

6. To ratify the appointment of PricewaterhouseCoopers LLP as
the Companys independent registered public accounting firm for
the year ending December 31, 2017:

Item 7.01. Regulation FD Disclosure.

As previously announced, the Company is hosting an Analyst Day
in New York City on May 24, 2017. The presentation will include
a slide deck, which is attached hereto as Exhibit 99.1. A live
webcast of the event will be available in the investor
relations section of the Company’s website at
www.amagpharma.com.

The information included in this Item 7.01 of this Current
Report on Form 8-K, including Exhibit 99.1 attached hereto,
shall not be deemed filed for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as expressly set
forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The Company hereby furnishes the following exhibit:



Exhibit Number		Description
99.1		Presentation materials from the Analyst Day, dated May 24, 2017.

About AMAG PHARMACEUTICALS, INC. (NASDAQ:AMAG)
AMAG Pharmaceuticals, Inc. is a pharmaceutical company. The Company’s segment is the manufacture, development and commercialization of products and services for use in treating various conditions, with a focus on maternal health, anemia management and cancer supportive care. Its offerings focus on maternal health, anemia management and cancer supportive care, including its product, Makena (hydroxyprogesterone caproate injection); services related to the collection, processing and storage of umbilical cord blood stem cell and cord tissue units operated through Cord Blood Registry (CBR); its product, Feraheme (ferumoxytol), for intravenous (IV) use, and MuGard Mucoadhesive Oral Wound Rinse. It is engaged in the development of Digoxin immune fab, a polyclonal antibody for the treatment of severe preeclampsia in pregnant women. Makena is a drug indicated to reduce the risk of preterm birth in women pregnant with a single baby having a history of singleton spontaneous preterm birth. AMAG PHARMACEUTICALS, INC. (NASDAQ:AMAG) Recent Trading Information
AMAG PHARMACEUTICALS, INC. (NASDAQ:AMAG) closed its last trading session 00.00 at 18.10 with 1,954,923 shares trading hands.