Form 8-K

 

 

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): March 22, 2012

 

 

PATHEON INC.

(Exact name of registrant as specified in its charter)

 

 

 

Canada   000-54283   Not Applicable

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

c/o Patheon Pharmaceuticals Services Inc.

4721 Emperor Boulevard, Suite 200

Durham, NC

  27703
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (919) 226-3200

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.

On March 22, 2012, Patheon Inc. (the “Company”) held its 2012 Annual and Special Meeting of Shareholders (the “Meeting”) to (i) elect nine directors; (ii) appoint Ernst & Young LLP as auditors and authorize the directors to fix their remuneration; (iii) hold an advisory (non-binding) vote to approve executive compensation; and (iv) hold an advisory (non-binding) vote on the frequency of future advisory (non-binding) shareholder votes on executive compensation. For more information about the foregoing matters, see the Company’s proxy statement filed with the Securities and Exchange Commission on February 15, 2012.

As of February 16, 2012, the record date for the Meeting, there were 129,167,926 restricted voting shares issued, outstanding and entitled to vote on all matters, except the election of those directors elected by the holders of Class I Preferred Shares, Series D (“Special Voting Preferred Shares”), of which there were 150,000 shares issued, outstanding and entitled to vote on the election of such directors. At the Meeting, 107,835,141 restricted voting shares and 150,000 Special Voting Preferred Shares were represented in person or by proxy, constituting a quorum. The certified results of the matters voted on at the Meeting are set forth below.

Proposal No. 1 – Election of Nine Directors.

Directors Electable by Holders of Restricted Voting Shares:

 

Nominee

   For      Withheld      Broker Non-Vote  

Daniel Agroskin

     96,667,051         8,975,659         2,192,431   

James C. Mullen

     98,852,400         6,790,310         2,192,431   

Brian G. Shaw

     105,576,900         65,810         2,192,431   

David E. Sutin

     105,555,719         86,991         2,192,431   

Joaquín B. Viso

     88,501,247         17,141,463         2,192,431   

Derek J. Watchorn

     105,554,300         88,410         2,192,431   

Directors Electable by Holders of Special Voting Preferred Shares:

 

Nominee

   For      Withheld      Broker Non-Vote  

Paul S. Levy

     150,000         0         0   

Michel Lagarde

     150,000         0         0   

Nicholas O’Leary

     150,000         0         0   

All director nominees were duly elected.

Proposal No. 2 – Appointment of Ernst & Young LLP as auditors and authorization of the directors to fix their remuneration.

 

For

  

Against

  

Abstain

107,755,029

   55,088    19,000

This proposal was approved.

Proposal No. 3 – Approval, on an advisory (non-binding) basis, of the resolution regarding executive compensation.

 

For

  

Against

  

Abstain

  

Broker Non-Vote

101,633,566

   3,974,220    28,900    2,192,431

This proposal was approved on an advisory (non-binding) basis.


Proposal No. 4 – Approval, on an advisory (non-binding) basis, of the frequency of future advisory (non-binding) shareholder votes on executive compensation.

 

One Year

  

Two Years

  

Three Years

  

Abstain

21,431,497

   58,267    84,106,807    45,089

The shareholders approved, on an advisory (non-binding) basis, a triennial advisory vote on executive compensation. In light of these results, which are consistent with the Company’s recommendation, the Company will hold an advisory (non-binding) vote on executive compensation once every three years until such time as the next advisory (non-binding) vote regarding the frequency of advisory (non-binding) votes on executive compensation is submitted to the Company’s shareholders.


SIGNATURE

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.

 

Date: March 27, 2012     PATHEON INC.
    By:  

/s/ Stuart Grant

      Stuart Grant
      Executive Vice President, Chief Financial Officer