el26008756-6k.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
 
For the month of May 2012
 
Commission File Number 001-13896
 
Elan Corporation, plc
(Translation of registrant's name into English)
 
Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
 
Form 20-F   x
   Form 40-F   o
 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
 
 
Yes   o
   No   x
 
 
 
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
 
Yes   o
   No   x
 
 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes   o
   No   x
 
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
 

 
 
 
 


This Report of Foreign Issuer on Form 6-K is incorporated by reference into the Post-Effective Amendments on Forms F-3 and S-8 to the Registration Statement on Form F-3 of Elan Corporation, plc (Registration No. 333-100252), and the Registration Statements on Form S-8 of Elan Corporation, plc (Registration Nos. 333-100556, 333-07361, 333-121021, 333-135184, 333-135185 and 333-154573).
 
 
 
 
 

 
 
 
 
Elan Corporation, plc Annual General Meeting (“AGM”) 2012
 
Proxy Voting on Resolutions
 
Details of votes lodged by proxy on each of the resolutions proposed at the AGM held on 24 May 2012, as disclosed at the AGM under the provisions of the UK Corporate Governance Code.
 
No.
Resolution
Total Voted (1)
Vote For
Vote Against
Vote Withheld(2)
1
To receive and consider the financial statements for the year ended 31 December 2011 together with the reports of the Directors and Auditors thereon.
412,539,411
410,890,280
1,649,131
813,402
2
To re-elect Dr. Lars Ekman who retires from the Board in accordance with the requirements of the Articles of Association.
412,978,662
405,406,612
7,572,050
374,151
3
To elect Mr. Hans Peter Hasler who retires from the Board by rotation in accordance with the requirements of the Articles of Association.
412,809,464
403,115,525
9,693,939
543,349
4
To re-elect Mr. Robert Ingram who retires from the Board in accordance with the requirements of the UK Corporate Governance Code.
409,453,235
390,950,825
18,502,410
3,899,578
5
To re-elect Mr. Gary Kennedy who retires from the Board in accordance with the requirements of the Articles of Association.
412,844,442
397,199,561
15,644,881
508,371
6
To re-elect Mr. Patrick Kennedy who retires from the Board in accordance with the requirements of the Articles of Association.
410,039,567
390,005,809
20,033,758
3,305,990
7
To re-elect Mr. Giles Kerr who retires from the Board in accordance with the requirements of the UK Corporate Governance Code.
412,838,759
396,784,106
16,054,653
514,054
8
To re-elect Mr. Kelly Martin who retires from the Board by rotation in accordance with the requirements of the Articles of Association.
413,084,856
383,809,735
29,275,121
267,957
9
To re-elect Mr. Kieran McGowan who retires from the Board in accordance with the requirements of the UK Corporate Governance Code.
412,466,967
377,225,447
35,241,520
885,846
10
To re-elect Mr. Kyran McLaughlin who retires from the Board in accordance with the requirements of the UK Corporate Governance Code.
409,501,862
366,556,919
42,944,943
3,850,951
11
To re-elect Mr. Donal O’Connor who retires from the Board by rotation in accordance with the requirements of the Articles of Association.
412,906,943
397,873,782
15,033,161
445,870
12
To re-elect Mr. Richard Pilnik who retires from the Board by rotation in accordance with the requirements of the Articles of Association.
412,962,184
402,002,159
10,960,025
390,629
13
To re-elect Dr. Dennis Selkoe who retires from the Board in accordance with the requirements of the UK Corporate Governance Code.
412,565,059
392,086,341
20,478,718
787,754
14
To elect Dr. Andrew von Eschenbach who retires from the Board in accordance with the requirements of the Articles of Association.
413,048,430
400,883,142
12,165,288
304,383
15
To authorise the Directors to fix the remuneration of the Auditors.
412,899,218
397,852,474
15,046,744
452,895
16
To approve and adopt the Elan Corporation, plc 2012 Long Term Incentive Plan.
412,214,106
379,833,689
32,380,417
1,138,707
17
To approve and adopt the Elan Corporation, plc Employee Equity Purchase Plan (2012 Amendment).
412,872,048
405,793,341
7,078,707
480,765
18
To authorise the Directors to allot and issue relevant securities.
412,296,696
383,761,082
28,535,614
1,056,117
19
To authorise the disapplication of pre-emption rights.
412,139,372
404,786,263
7,353,109
1,213,441
20
To reduce the Company’s share capital.
412,390,527
407,114,747
5,275,780
962,286
21
To convert the executive shares to redeemable executive shares.
412,246,746
403,841,251
8,405,495
1,106,067
22
To amend the Articles of Association.
411,882,434
404,848,058
7,034,376
1,470,379
23
To authorise the Company to make market purchases of its own shares.
412,814,113
407,969,443
4,844,670
538,700
24
To set the re-issue price range for treasury shares.
412,534,076
405,079,395
7,454,681
818,737
25
To retain a 14 day notice period for Extraordinary General Meetings.
412,812,295
361,181,719
51,630,576
540,518
 
(1)
The total number of shares in respect of which proxy appointments have been validly made includes votes for, against, and discretionary proxies in favour of the Chairman.
(2)
A ‘vote withheld’ is not a vote in law and is not counted in the calculation of the outcome of the resolutions.

 
 
 

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, thereunto duly authorized.
 
 
  ELAN CORPORATION, PLC  
     
       
 
By:
 /s/ William F. Daniel  
     William F. Daniel  
     EVP, Company Secretary  
       
 
Date: May 30, 2012