UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
__________________________
FORM 8-K
__________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 11, 2016 (May 11, 2016)
__________________________

MEAD JOHNSON NUTRITION COMPANY
(Exact Name of Registrant as Specified in Charter)
__________________________


Delaware
001-34251
80-0318351
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

2701 Patriot Blvd., Glenview, Illinois
60026
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (847) 832-2420

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 






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

The Company held its 2016 Annual Meeting on May 11, 2016. Of the 186,655,376 shares of common stock outstanding and entitled to vote as of the March 21, 2016 record date, 162,732,699 shares were represented in person or by proxy at the 2016 Annual Meeting. A summary of the final voting results for each of the four matters voted upon by the stockholders at the 2016 Annual Meeting is set forth below.

1.
Stockholders elected each of the 13 nominees for director to serve on the Board of Directors for a term to expire at the 2017 annual meeting of stockholders based upon the following votes:

Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
Steven M. Altschuler, M.D.
156,118,991
1,239,620
49,531
5,324,557
Howard B. Bernick
156,817,586
534,673
55,883
5,324,557
Kimberly A. Casiano
157,174,219
187,115
46,808
5,324,557
Anna C. Catalano
156,866,104
489,502
52,536
5,324,557
Celeste A. Clark, Ph.D.
157,179,965
169,037
59,140
5,324,557
James M. Cornelius
155,886,450
1,472,024
49,668
5,324,557
Stephen W. Golsby
156,726,713
628,386
53,043
5,324,557
Michael Grobstein
156,089,227
1,264,805
54,110
5,324,557
Peter Kasper Jakobsen
156,538,349
808,595
61,198
5,324,557
Peter G. Ratcliffe
157,132,726
221,400
54,016
5,324,557
Michael A. Sherman
157,136,093
217,213
54,836
5,324,557
Elliott Sigal, M.D., Ph.D.
156,414,526
944,800
48,816
5,324,557
Robert S. Singer
156,395,868
929,127
83,147
5,324,557


2.
Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers based upon the following votes:

Votes For
Votes Against
Abstentions
Broker Non-Votes
148,328,056
4,887,190
4,192,896
5,324,557


3.
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2016 based upon the following votes:

Votes For
Votes Against
Abstentions
161,641,425
1,012,657
78,617

    





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Mead Johnson Nutrition Company
 
 
 
 
 
 
Date: May 11, 2016
By:
/s/ Patrick M. Sheller
 
 
Patrick M. Sheller
 
 
Senior Vice President, General Counsel and Secretary





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