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Annual Meeting Results
On April 5, 2010, the Board of Directors of ViroPharma Incorporated (the “Company”) adopted, subject to stockholder approval, an amendment to our 2005 Equity Incentive Plan, as amended and restated (the “2005 Plan”) to increase the number of authorized shares of common stock available for issuance under that plan by 5,000,000 shares and to make other desired changes, including adding a limitation on the number of restricted shares or restricted stock units issuable, adding a net exercise provision, modifying the definition of “change of control” to provide that the definition is triggered upon consummation of the applicable transaction and clarifying the provision regarding proportionate adjustment for changes in capitalization. (the “Proposal”). On May 24, 2010, the Proposal was approved by stockholders at the Company's Annual Meeting of Stockholders.
The foregoing summary description of the 2005 Plan is qualified in its entirety by reference to the actual terms of the 2005 Plan, which was attached as Annex A of the Company's 2010 Proxy Statement (the “Proxy Statement”), as filed with the Securities and Exchange Commission on April 13, 2010. For additional information regarding the Proposal, stockholders are encouraged to refer to Proposal 2 located on pages 14-21 of the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Matters voted on by stockholders at the Company's annual meting of stockholders included (1) the election of two Class II directors to the Company's Board of Directors, (2) the adoption of the 2005 Plan, and (3) the ratification of the Company's appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010. There were represented at the meeting, either in person or by proxy, 69,656,198 shares of the Company's common stock out of a total number of 77,816,493 shares of the Company's common stock outstanding and entitled to vote at the meeting. The results of the stockholders' votes are reported below:
1. With respect to the election of directors, the following Class II directors were elected by the indicated votes:
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
| Frank Baldino, Jr., Ph.D. |
41,269,062 |
15,398,359 |
12,988,777 |
| William D. Claypool, M.D. |
56,071,036 |
596,385 |
12,988,777 |
2. With respect to the adoption of the Company's Amended and Restated 2005 Equity Incentive Plan, the votes were as follows:
| For |
Against |
Abstain |
Broker Non-Votes |
| 44,750,478 |
10,754,380 |
1,162,563 |
12,988,777 |
3. With respect to the ratification of the Company's appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010, the votes were as follows:
| For |
Against |
Abstain |
| 68,720,341 |
738,307 |
197,550 |
The foregoing votes reflect that all of the Class II director nominees were elected, the Company's Amended and Restated 2005 Equity Incentive Plan was adopted and KPMG LLP was ratified as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010.
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