|
|
|
|
|
THE MEDICINES COMPANY
|
(Exact Name of Registrant as Specified in Charter)
|
Delaware
|
|
000-31191
|
|
04-3324394
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
8 Sylvan Way
Parsippany, New Jersey
|
|
07054
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
(Former Name or Former Address, if Changed Since Last Report)
|
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))
|
|
|
|
|
|
•
|
Each of Clive A. Meanwell, the Company’s Chief Executive Officer, and Glenn P. Sblendorio, the Company’s President and Chief Financial Officer, will be entitled to two years of health care premium reimbursement (or reimbursement for a shorter period if such officer commences employment with a new employer before the end of the two year period) rather than one year of health care reimbursement as provided in the agreements prior to the amendment.
|
•
|
William B. O'Connor, the Company’s Senior Vice President, Chief Accounting Officer, will be entitled to severance pay equal to one and a half years of his then-current annual base salary, paid in a lump sum, one and a half years of health care premium reimbursement (or reimbursement for a shorter period if he commences employment with a new employer before the end of the one and a half year period), and an amount equal to one and a half times his target bonus under the Company’s annual
|
1.
|
The Company's stockholders voted to elect the following individuals as Class 3 directors of the Company, each for a three-year term expiring in 2018, or until their successors have been duly elected and qualified:
|
2.
|
The amendment to the Company’s certificate of incorporation was approved based upon the following votes:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
56,288,653
|
4,320,954
|
10,932
|
—
|
3.
|
The amendments to the 2013 Plan were approved based upon the following votes:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
47,673,269
|
9,998,879
|
18,425
|
2,929,966
|
4.
|
The Company's executive compensation was approved, on an advisory basis, based upon the following votes:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
49,833,662
|
7,724,043
|
132,868
|
2,929,966
|
5.
|
The independent registered public accounting firm for the current fiscal year was ratified based upon the following votes:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
60,495,178
|
115,603
|
9,758
|
—
|
3.1
|
Certificate of Amendment of Third Amended and Restated Certificate of Incorporation
|
|
|
10.1
|
Amendment No. 2 to the 2013 Stock Incentive Plan
|
|
|
THE MEDICINES COMPANY
|
||||
|
|||||
|
|||||
Date: June 2, 2015
|
By:
|
/s/ Stephen M. Rodin
|
|||
|
Senior Vice President and General Counsel
|
||||
|
|
|
|
|
Number
|
Description
|
|
|
|
|
|
|
3.1
|
Certificate of Amendment of Third Amended and Restated Certificate of Incorporation
|
|
|
10.1
|
Amendment No. 2 to the 2013 Stock Incentive Plan
|
|
1.
|
Section 4(a)(1) of the Plan is hereby deleted in its entirety and replaced with the following:
|
2.
|
Section 4(a)(2) of the Plan is hereby deleted in its entirety and replaced with the following:
|
3.
|
Except as set forth above, all other terms and provisions of the Plan shall remain in full force and effect.
|