Medidata Solutions, Inc. (NASDAQ:MDSO) Files An 8-K Submission of Matters to a Vote of Security Holders

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Medidata Solutions, Inc. (NASDAQ:MDSO) Files An 8-K Submission of Matters to a Vote of Security Holders

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

At the Annual Meeting held on May 30, 2017, the Companys
stockholders took the following actions: (1) elected seven
directors to serve on the board of directors until the Companys
next annual meeting of stockholders or until their respective
successors have been elected and qualified; (2) approved, on an
advisory basis, the compensation of the Companys named executive
officers, as disclosed in the proxy statement (the Say on Pay
Vote); (3) approved the Companys 2017 Long-Term Incentive Plan;
(4) ratified the selection of Deloitte Touche LLP to serve as the
Companys independent registered public accounting firm for the
year ending December 31, 2017; and (5) voted to hold future Say
on Pay Votes on an annual basis. For more information about the
foregoing proposals, see the Companys definitive proxy statement
filed with the Securities and Exchange Commission on April 19,
2017, the relevant portions of which are incorporated herein by
reference.
The number of shares of common stock entitled to vote at the
Annual Meeting was 58,253,403. The number of shares of common
stock present or represented by valid proxy at the Annual Meeting
was 55,070,432. The voting results for each proposal are set
forth below.
Proposal 1. Election of Directors
All seven director nominees were elected, each having received
more votes cast for than against his election, and will serve as
directors until the Companys next annual meeting of stockholders
or until their respective successors have been elected and
qualified. The votes cast for, against or abstained with respect
to each nominee and the number of broker non-votes with respect
to each nominee were as follows:
Director Nominee
For
Against
Abstain
Broker Non-Votes
Tarek A. Sherif
52,042,023
478,417
20,766
2,529,226
Glen M. de Vries
52,218,905
301,510
20,791
2,529,226
Carlos Dominguez
51,257,494
598,773
684,939
2,529,226
Neil M. Kurtz, M.D.
50,962,672
1,555,808
22,726
2,529,226
George W. McCulloch
50,973,156
883,135
684,915
2,529,226
Lee A. Shapiro
52,238,259
280,737
22,210
2,529,226
Robert B. Taylor
50,411,697
2,107,299
22,210
2,529,226
Proposal 2. Advisory Vote on Executive Compensation (the Say on
Pay Vote)
Stockholders approved, on an advisory basis, the compensation of
the Companys named executive officers, as disclosed in the
Companys proxy statement, including the Compensation Discussion
and Analysis, the executive compensation tables, and the related
narrative. There were 49,676,480 (or 94.54%) votes cast for this
proposal, and 2,775,808 (or 5.28%) votes against it, with 88,918
votes abstaining and 2,592,226 broker non-votes.
Proposal 3. Approval of the Companys 2017 Long-Term Incentive
Plan
Stockholders approved the Companys 2017 Long-Term Incentive Plan.
The results of the voting included 43,526,829 (or 82.84%) votes
for, 8,940,736 (or 17.01%) votes against, 73,641 votes
abstaining, and 2,529,226 broker non-votes.
Proposal 4. Ratification of Appointment of Independent Registered
Public Accounting Firm
Stockholders ratified the appointment of Deloitte Touche LLP as
the Companys independent registered public accounting firm for
the year ending December 31, 2017. The results of the voting
included 54,240,659 (or 98.49%) votes for, 808,675 (or 1.46%)
votes against, and 21,098 votes abstaining.
Proposal 5. Advisory Vote on the Frequency of Soliciting Future
Say on Pay Votes
Stockholders voted, on an advisory basis, to hold the Say on Pay
Vote annually. There were 46,589,862 (or 88.67%) votes cast to
hold the Say on Pay Vote on an annual basis, with 5,477,191 (or
10.42%) votes for holding it every three years, 385,938 (or
0.73%) votes for holding it every two years, and 88,215 votes
abstaining.
Consistent with a majority of the votes cast with respect to
Proposal 5, the board of directors has determined that the
Company will hold the Say on Pay Vote every year until the next
solicitation of a stockholder advisory vote on the frequency of
holding the Say on Pay Vote required by Section 14A(a)(2) of the
Securities Exchange Act of 1934, as amended.
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About Medidata Solutions, Inc. (NASDAQ:MDSO)

Medidata Solutions Inc. (Medidata) is a provider of cloud-based solutions for life sciences. The Company provides cloud-based solutions for clinical research in life sciences, offering platform technology that focuses on the clinical development. The Medidata Clinical Cloud provides a platform of technology and data analytics solutions designed to manage activities across clinical development. Its Planning Cloud provides capabilities for study design and planning, enabling customers to make use of resources through planning at the start of trial design and protocol development. Specific functionality supports visibility into the impact of protocol elements on resource and trial endpoints; comparisons to specific industry benchmarks, and analytics to support appropriate grants to investigator sites and automated negotiations with multiple investigator sites. Data Capture Cloud is Medidata’s electronic data capture (EDC) and its management system solution is Medidata Rave.

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