Item 5.07
Submission of Matters to a Vote of Security Holders.
Acorda Therapeutics, Inc. (the "
Company
") held its Annual Meeting of Stockholders on June 8, 2016 (the "
Annual Meeting
") at the Residence Inn By Marriott, 7 Executive Boulevard, Yonkers, NY 10701. 42,410,573 shares of the Company's common stock, or 92.28% of the shares of the Company's common stock issued and outstanding on the record date for the Annual Meeting, were present in person or represented by proxy at the Annual Meeting. Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results of such voting:
Proposal One: Election of directors
As described in the Company's 2016 Proxy Statement, the Company's Board of Directors nominated three individuals to serve as Class II directors for a term to expire on the date of the Company's 2019 Annual Meeting of Stockholders or until their successors are duly elected and qualified. All of such nominees were elected by a plurality vote (and also received a majority vote, for purposes of the majority vote provisions of the Company's Bylaws), as follows:
Director
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
Peder K. Jensen, M.D.
|
37,296,168
|
185,182
|
4,929,223
|
John P. Kelley
|
37,080,988
|
400,362
|
4,929,223
|
Sandra Panem, Ph.D.
|
35,684,488
|
1,796,862
|
4,929,223
|
Proposal Two: Approval of an amendment to the Acorda Therapeutics, Inc. 2015 Omnibus Incentive Compensation Plan
The Company's stockholders approved an amendment to the Acorda Therapeutics, Inc. 2015 Omnibus Incentive Compensation Plan to increase the number of shares of common stock authorized thereunder, by the following vote:
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
32,771,238
|
4,700,642
|
9,470
|
4,929,223
|
Proposal Three: Ratification of appointment of independent auditors
The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2016, by the following vote:
Votes For
|
Votes Against
|
Abstentions
|
42,312,378
|
96,013
|
2,182
|
Proposal Four: Advisory (non-binding) vote to approve named executive officer compensation
The Company's stockholders voted, in an advisory, non-binding manner, to approve the compensation of the Company's Named Executive Officers as disclosed in the Company's 2016 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the executive compensation tables and the related footnotes and narrative accompanying the tables (the "say-on-pay vote"). The Company's stockholders voted as follows to approve such executive compensation pursuant to the say-on-pay vote:
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
37,059,643
|
406,587
|
15,120
|
4,929,223
|