BioMarin Pharmaceutical Inc. (NASDAQ:BMRN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

7 years ago

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On June6, 2017, BioMarin Pharmaceutical Inc. (BioMarin or the
Company) held its 2017 Annual Meeting of Stockholders (the Annual
Meeting). At the Annual Meeting, BioMarins stockholders approved
the adoption of the BioMarin Pharmaceutical Inc. 2017 Equity
Incentive Plan (the 2017 Plan), which is a successor to and
continuation of BioMarins 2006 Share Incentive Plan, as amended
and restated on April16, 2015 (the 2006 Plan). No additional
awards will be granted under the 2006 Plan, although all
outstanding awards granted under the 2006 Plan will continue to
be subject to the terms and conditions as set forth in the
agreements evidencing such awards and the terms of the 2006 Plan.
The maximum number of shares of BioMarins common stock that may
be issued to the 2017 Plan will not exceed 20,880,015, which
number is the sum of (i)5,250,000 new shares, plus (ii)15,630,015
shares that either were (x) subject to the 2006 Plans available
reserve as of June6, 2017 or (y) subject to outstanding stock
awards granted under the 2006 Plan as of June6, 2017 that
subsequently (A)expire or terminate for any reason prior to
exercise or settlement, or (B)are forfeited because of the
failure to meet a contingency or condition required to vest such
shares. Approval of the 2017 Plan also constituted approval of
the terms and conditions of the 2017 Plan that permit the Company
to grant awards under the 2017 Plan that may qualify as
performance-based compensation within the meaning of
Section162(m) of the Internal Revenue Code of 1986, as amended.
to authority delegated to it by the Board of Directors of
BioMarin (the Board), the Compensation Committee of the Board
previously approved 2017 Plan, subject to stockholder approval,
on April10, 2017. The 2017 Plan became effective immediately upon
stockholder approval at the Annual Meeting.

A more detailed summary of the material features of the 2017 Plan
is set forth in Proposal No. FiveApproval of the 2017 Equity
Incentive Plan in BioMarins definitive proxy statement for the
Annual Meeting filed with the Securities and Exchange Commission
on April25, 2017 (theProxy Statement). Each of that summary and
the foregoing description is qualified in its entirety by
reference to the text of the 2017 Plan and the forms of agreement
regarding stock options, restricted stock units, and performance
award in the form of restricted stock units, copies of which are
attached as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively,
hereto and are incorporated herein by reference.

Item5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

At the Annual Meeting, BioMarins stockholders approved a
Certificate of Amendment (the Certificate of Amendment) effecting
amendments to BioMarins Amended and Restated Certificate of
Incorporation, as amended (the Prior Certificate), to (i)increase
the total number of authorized shares of common stock from
250,000,000 shares to 500,000,000 shares, and (ii)make certain
minor administrative changes, including to remove references that
no longer or do not apply and to align the provision regarding
the individuals who may call a special meeting of stockholders
with the provision in BioMarins Amended and Restated Bylaws. The
Board previously approved the Certificate of Amendment, subject
to stockholder approval, on March22, 2017. The Certificate of
Amendment was filed with the Secretary of State of the State of
Delaware on June6, 2017 and became effective on such date.

A more complete description of the Certificate of Amendment is
set forth in Proposal No. SixApproval of Amendments to the
Amended and Restated Certificate of Incorporation, as Amended in
the Proxy Statement, which description is incorporated herein by
reference. The foregoing description and the description
incorporated by reference from the Proxy Statement are qualified
in their entirety by reference to the Certificate of Amendment, a
copy of which is filed as Exhibits 3.1 and 4.1 to this report and
incorporated herein by reference.

On March22, 2017, contingent upon stockholder approval of the
Certificate of Amendment, the Board approved restating and
integrating the Prior Certificate, as amended by the Certificate
of Amendment, as permitted by Section245(b) of the Delaware
General Corporation Law (the Restated Certificate). In addition
to restating and integrating the Prior Certificate and the
Certificate of Amendment, the Restated Certificate omits the name
and address of the incorporator, as permitted by Section245(c) of
the Delaware General Corporation Law. The Restated Certificate
was filed with the Secretary of State of the State of Delaware on
June6, 2017 and became effective on such date. The foregoing
description is qualified in its entirety by reference to the
Restated Certificate, a copy of which is filed as Exhibits 3.2
and 4.2 to this report and is incorporated herein by reference.

Item5.07 Submission of Matters to a Vote of Security
Holders.

As previously disclosed, the Annual Meeting was held on June6,
2017. A total of 173,352,133 shares of common stock were entitled
to vote as of April10, 2017, the record date for the Annual
Meeting. There were 158,116,719 shares of common stock present in
person or represented by proxy at the Annual Meeting, at which
the stockholders were asked to vote on six proposals, each of
which is described in more detail in the Proxy Statement. Set
forth below are the matters acted upon by the stockholders, and
the final voting results of each such proposal.

Proposal No.1: Election of Directors


Directors Elected	Vote For		Withheld		Broker Non-Votes
Jean-Jacques Bienaim		138,741,899		5,298,725		14,076,095
Willard Dere, M.D.		142,778,256		1,262,368		14,076,095
Michael Grey		140,679,685		3,360,939		14,076,095
Elaine J. Heron, Ph.D.		141,543,560		2,497,064		14,076,095
V. Bryan Lawlis, Ph.D.		142,451,126		1,589,498		14,076,095
Alan J. Lewis		141,275,875		2,764,749		14,076,095
Richard A. Meier		142,477,957		1,562,667		14,076,095
David Pyott		140,863,726		3,176,898		14,076,095
Dennis J. Slamon, M.D., Ph.D.		142,497,758		1,542,866		14,076,095

Based on the votes set forth above, BioMarins stockholders
elected each of the nine nominees set forth above to serve as a
director of BioMarin until the next annual meeting of
stockholders and until his or her successor is duly elected and
qualified, or, if sooner, until the directors death, resignation
or removal.

Proposal No.2: Ratification of the Selection of Independent
Registered Public Accounting Firm

The ratification of the selection of KPMG LLP as BioMarins
independent registered public accounting firm for the fiscal year
ending December31, 2017, as set forth in the Proxy Statement,
received the following votes:


For	Against	Abstain
157,100,242	738,910	277,567

Based on the votes set forth above, BioMarins stockholders
ratified the selection of KPMG LLP as BioMarins independent
registered public accounting firm to serve for the year ending
December31, 2017.

Proposal No.3: Advisory Vote on Frequency of the Advisory Vote
on the Compensation of the Companys Named Executive Officers

The advisory (non-binding) vote to approve the preferred
frequency of the stockholders advisory (non-binding) vote on the
compensation of BioMarins named executive officers, as set forth
in the Proxy Statement, received the following votes:


1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
133,341,074	176,231	10,260,968	262,351	14,076,095

Based on the votes set forth above, BioMarins stockholders
approved, on an advisory basis, 1 year as the preferred frequency
of the stockholders approval of the compensation of BioMarins
named executive officers, as set forth in the Proxy Statement.

In light of the voting results concerning the preferred frequency
of the stockholders approval of the compensation of BioMarins
named executive officers, as set forth in the Proxy Statement
(Proposal No.3), the Company will include a stockholder vote on
the compensation of its named executive officers in its proxy
materials annually until the next required advisory vote on the
frequency of stockholder advisory votes on the compensation of
BioMarins named executive officers.

Proposal No.4: Advisory Vote on the Compensation of the
Companys Named Executive Officers

The advisory (non-binding) vote to approve the compensation of
BioMarins named executive officers, as set forth in the Proxy
Statement, received the following votes:


For	Against	Abstain	Broker Non-Votes
135,995,584	7,381,196	663,844	14,076,095

Based on the votes set forth above, BioMarins stockholders
approved, on an advisory basis, the compensation of BioMarins
named executive officers, as set forth in the Proxy Statement.

Proposal No.5: Approval of the BioMarin Pharmaceutical Inc.
2017 Equity Incentive Plan

The approval of the BioMarin Pharmaceutical Inc. 2017 Equity
Incentive Plan received the following votes:


For	Against	Abstain	Broker Non-Votes
119,209,894	24,615,387	215,343	14,076,095

Based on the votes set forth above, BioMarins stockholders
approved the BioMarin Pharmaceutical Inc. 2017 Equity Incentive
Plan.

Proposal No.6: Approval of amendments to BioMarins Amended and
Restated Certificate of Incorporation, as amended

The approval of amendments to BioMarins Amended and Restated
Certificate of Incorporation, as amended, as set forth in the
Proxy Statement, received the following votes:


For	Against	Abstain
113,800,120	43,917,101	399,498

Based on the votes set forth above, BioMarins stockholders
approved the amendments to BioMarins Amended and Restated
Certificate of Incorporation, as amended, as set forth in the
Proxy Statement.

Item9.01 Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number

3.1		Certificate of Amendment to BioMarin Pharmaceutical Inc.s Amended and Restated Certificate of Incorporation, as amended, as filed with the Secretary of State of the State of Delaware on June 6, 2017.

3.2		Restated Certificate of Incorporation of BioMarin Pharmaceutical Inc., as filed with the Secretary of State of the State of Delaware on June 6, 2017.

4.1		Reference is made to Exhibit 3.1.

4.2		Reference is made to Exhibit 3.2.

10.1		BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan.

10.2		Form of Stock Options Agreement for the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan.

10.3		Form of Agreement Regarding Restricted Stock Units for the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan.

10.4		Form of Agreement Regarding Performance Compensation Award in the Form of Restricted Stock Units for the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan.

About BioMarin Pharmaceutical Inc. (NASDAQ:BMRN)
BioMarin Pharmaceutical Inc. (BioMarin) develops and commercializes pharmaceuticals for various diseases and medical conditions. The Company’s product portfolio consists of approximately five approved products, and multiple clinical and pre-clinical product candidates. Its approved products include Vimizim (elosulfase alpha), Naglazyme (galsulfase), Kuvan (sapropterin dihydrochloride), Aldurazyme (laronidase) and Firdapse (amifampridine phosphate). Its products in clinical development include Kyndrisa, Pegvaliase, Reveglucosidase alfa, Vosoritide (formerly BMN 111), Cerliponase alfa, BMN 044, BMN 045, BMN 053 and BMN 270. Vimizim is an enzyme replacement therapy for the treatment of mucopolysaccharidosis type IV (MPS IV A). Naglazyme is a recombinant form of N-acetylgalactosamine 4-sulfatase (arylsulfatase B) indicated for patients with mucopolysaccharidosis VI (MPS VI). Kuvan is a synthetic oral form of 6R-BH4 indicated for patients with phenylketonuria (PKU).