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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
August 18, 2011
Date of Report (Date of earliest event reported)
FOREST LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   1-5438   11-1798614
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
         
909 Third Avenue       10022-4731
New York, New York       (Zip Code)
(Address of principal executive        
offices)        
(212) 421-7850
(Registrant’s telephone number, including area code)
None
(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 2011 Annual Meeting of Stockholders (“2011 Annual Meeting”) of Forest Laboratories, Inc. (the “Company”) was held on August 18, 2011, where the Company’s stockholders voted on the following four proposals:
          1. The election of ten director nominees to serve as members of the Company’s board of directors until the Company’s 2012 Annual Meeting of Stockholders or until his or her successor has been elected or appointed (Proposal 1);
          2. The approval (on an advisory basis) of the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement filed on July 18, 2011 for the 2011 Annual Meeting of Stockholders (the “Proxy Statement”) pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2011 Summary Compensation Table and the tabular disclosure regarding such compensation and the accompanying narrative disclosure (Proposal 2);
          3. The approval (on an advisory basis) of the frequency of future advisory votes on the compensation of the Company’s named executive officers (Proposal 3); and
          4. The ratification of the selection of BDO USA, LLP (formerly BDO Seidman, LLP) as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2012 (Proposal 4).
     A final voting report was produced by IVS Associates, Inc. (“IVS”), the independent inspector of elections for the 2011 Annual Meeting, certifying the following results:
Proposal 1 Election of Directors.
The following ten director nominees proposed by the Board were elected by a plurality of votes as directors for terms expiring at the Company’s 2012 Annual Meeting of Stockholders or until his or her successor has been elected or appointed: Howard Solomon, Nesli Basgoz, M.D., Christopher J. Coughlin, Dan L. Goldwasser, Kenneth E. Goodman, Gerald M. Lieberman, Lawrence S. Olanoff, M.D., Ph.D., Lester B. Salans, M.D., Brenton L. Saunders, and Peter J. Zimetbaum, M.D.
The complete voting results from the 2011 Annual Meeting as reported by IVS are provided below. In addition, IVS has advised the Company that there were 615,434 broker non-votes for Proposal 1.
                 
Name   For   Withheld
Howard Solomon
    165,349,211       4,623,743  
Nesli Basgoz, M.D.
    227,451,746       3,615,456  
Christopher J. Coughlin
    226,635,822       4,431,380  
Dan L. Goldwasser
    152,002,769       1,617,812  
Kenneth E. Goodman
    169,301,063       671,891  
Gerald M. Lieberman
    227,425,851       3,641,351  
Lawrence S. Olanoff, M.D., Ph.D.
    226,222,145       4,845,057  
Lester B. Salans, M.D.
    152,935,444       685,137  

 


 

                 
Name   For   Withheld
Brenton L. Saunders
    227,430,702       3,636,500  
Peter J. Zimetbaum, M.D.
    227,436,483       3,630,719  
Alexander J. Denner (Icahn group nominee)
    48,928,220       28,518,401  
Richard Mulligan (Icahn group nominee)
    70,539,256       6,907,365  
Lucian A. Bebchuk (Icahn group nominee)
    42,126,141       1,968,107  
Eric J. Ende (Icahn group nominee)
    33,485,948       27,608,300  
Proposal 2 Advisory Vote on Executive Compensation. The stockholders approved (on an advisory basis) the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2011 Summary Compensation Table and the tabular disclosure regarding such compensation and the accompanying narrative disclosure. IVS has advised the Company that there were 615,423 broker non-votes for Proposal 2.
         
For   Against   Abstain
170,391,984
  59,879,803   795,426
Proposal 3 Advisory Vote on the Frequency of Conducting Future Advisory Votes on Executive Compensation. The stockholders approved (on an advisory basis) a frequency of 1 Year for future advisory votes on executive compensation. IVS has advised the Company that there were 615,424 broker non-votes for Proposal 3.
             
1 Year 2 Years 3 Years Abstain
213,927,107
  748,048   15,498,979   893,078
Proposal 4 Ratification of Independent Auditors. The stockholders ratified the appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending March 31, 2012. IVS has advised the Company that there were no broker non-votes for Proposal 4.
         
For   Against   Abstain
229,586,578
  1,466,628   629,430

 


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the Registrants has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized
Date: August 24, 2011
Forest Laboratories, Inc.
(Registrant)
         
   
/s/ Rita Weinberger    
Rita Weinberger   
Vice President – Controller and
Principal Accounting Officer