Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 24, 2016, Mylan N.V.
(Mylan or the Company) held its annual general meeting of shareholders (the Annual General Meeting) to (i) appoint two executive directors and 11 non-executive directors, each for a term ending immediately
after the next annual general meeting held after their appointment; (ii) adopt the Dutch annual accounts for fiscal year 2015; (iii) ratify the selection of Deloitte & Touche LLP (Deloitte) as the Companys
independent registered public accounting firm for fiscal year 2016; (iv) instruct Deloitte Accountants B.V. for the audit of the Companys Dutch annual accounts for fiscal year 2016; (v) approve, on an advisory basis, the compensation
of the Named Executive Officers of the Company; (vi) re-approve the performance goals set forth in the Companys 2003 Long-Term Incentive Plan; and (vii) authorize the Mylan Board to acquire ordinary shares and preferred shares in the
capital of the Company.
As of the close of business on May 27, 2016, the record date for the Annual General Meeting (the Record Date),
there were issued and outstanding 508,387,479 ordinary shares of Mylan entitled to vote at the Annual General Meeting. As of the Record Date, there were no preferred shares of Mylan issued and outstanding. At least one-third of the issued Mylan
shares were present or represented at the Annual General Meeting with respect to each proposal below, constituting a quorum for each such proposal. The certified results of the matters voted on at the Annual General Meeting are set forth below.
Proposal No. 1
- Appointment of two executive directors and 11 non-executive directors, each for a term ending immediately after the
next annual general meeting held after their appointment:
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Heather Bresch*
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358,982,971
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7,985,929
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814,797
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37,214,246
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Wendy Cameron
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266,923,451
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100,089,456
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770,790
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37,214,246
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Hon. Robert J. Cindrich
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363,447,386
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3,427,506
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908,805
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37,214,246
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Robert J. Coury
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358,873,532
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8,165,574
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744,591
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37,214,246
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JoEllen Lyons Dillon
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364,665,215
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2,243,471
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875,011
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37,214,246
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Neil Dimick, C.P.A.
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321,310,944
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45,600,661
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872,092
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37,214,246
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Melina Higgins
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362,530,784
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4,361,844
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891,069
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37,214,246
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Douglas J. Leech, C.P.A.
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345,355,113
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21,538,865
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889,719
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37,214,246
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Rajiv Malik*
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355,781,169
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11,169,687
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832,841
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37,214,246
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Joseph C. Maroon, M.D.
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360,592,101
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6,413,690
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777,906
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37,214,246
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Mark W. Parrish
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307,411,592
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59,463,983
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908,122
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37,214,246
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Rodney L. Piatt, C.P.A.
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361,525,684
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5,504,471
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753,542
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37,214,246
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Randall L. (Pete) Vanderveen, Ph.D., R.Ph.
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360,631,033
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6,281,022
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871,642
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37,214,246
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*
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Refers to an executive director. All other directors listed above are non-executive directors.
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Consistent
with established Dutch law and Mylans Articles of Association, each director nominee was appointed by the general meeting.
Proposal
No. 2
Adoption of the Dutch annual accounts for fiscal year 2015:
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For
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Against
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Abstain
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Broker Non-Votes
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398,554,362
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2,466,646
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3,976,935
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0
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
Proposal No. 3
Ratification of the selection of Deloitte as the Companys
independent registered public accounting firm for fiscal year 2016:
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For
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Against
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Abstain
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Broker Non-Votes
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398,972,456
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3,154,383
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2,871,104
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0
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
Proposal No. 4
Instruction to Deloitte Accountants B.V. for the audit of the Companys Dutch annual accounts
for fiscal year 2016:
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For
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Against
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Abstain
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Broker Non-Votes
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398,529,632
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3,374,493
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3,093,818
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0
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
Proposal No. 5
Approval, on an advisory basis, of the compensation of the Named Executive Officers of the Company:
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For
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Against
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Abstain
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Broker Non-Votes
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239,095,688
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127,556,709
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1,131,300
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37,214,246
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
Proposal No. 6
Re-approval of the performance goals set forth in the Companys 2003 Long-Term Incentive Plan:
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For
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Against
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Abstain
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Broker Non-Votes
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333,877,588
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32,653,313
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1,252,796
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37,214,246
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
Proposal No. 7
Authorization of the Mylan Board to acquire ordinary shares and preferred shares in the capital of
the Company:
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For
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Against
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Abstain
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Broker Non-Votes
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251,614,173
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115,483,428
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686,096
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37,214,246
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
With respect to each proposal above, any abstentions, blank votes and invalid votes were counted for the purposes of determining the
presence of a quorum, but were not considered to be votes cast and therefore had no effect on the vote on any such proposal. Any broker non-votes with respect to any proposal were not treated as shares present for purposes of determining
the presence of a quorum with respect to such proposal and were not considered to be votes cast and therefore had no effect on the vote on such proposal.