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): July 28, 2011
ALERE INC.
(Exact name of registrant as specified in charter)
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| Delaware
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1-16789
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04-3565120 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453
(Address of Principal Executive Offices) (Zip Code)
(781) 647-3900
(Registrant’s telephone number, including area code)
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.07. |
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Submission of Matters to a Vote of Security Holders. |
Alere Inc. (“Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on July 28, 2011.
The proposals voted upon at the Annual Meeting, and the results of the voting, were as follows:
1. Election of Directors.
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| Director Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes |
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| John F. Levy
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67,328,232
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2,084,043
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7,288,614 |
| Jerry McAleer, Ph.D.
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68,747,618
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664,657
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7,288,614 |
| John A. Quelch, D.B.A.
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65,706,847
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3,705,428
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7,288,614 |
2. Approval of increase to the number of shares of common stock available for issuance under the
Alere Inc. 2010 Stock Option and Incentive Plan by 1,500,000, from 1,653,663 to 3,153,663.
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| Votes For
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Votes Against
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Abstentions
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Broker Non-Votes |
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| 62,404,998
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6,969,582
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37,695
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7,288,614 |
3. Approval of increase to the number of shares of common stock available for issuance under the
Alere Inc. 2001 Employee Stock Purchase Plan by 1,000,000, from 2,000,000 to 3,000,000.
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| Votes For
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Votes Against
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Abstentions
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Broker Non-Votes |
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| 68,093,061
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1,288,828
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30,386
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7,288,614 |
4. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered
public accounting firm for our fiscal year ending December 31, 2011.
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| Votes For
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Votes Against
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Abstentions
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Broker Non-Votes |
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| 76,429,008
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219,153
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52,728
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5. Advisory vote on executive compensation.
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| Votes For
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Votes Against
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Abstentions
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Broker Non-Votes |
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| 68,566,290
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724,586
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121,399
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7,288,614 |
6. Advisory vote on the frequency of stockholder advisory votes on executive compensation.
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| One Year
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Two Years
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Three Years
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Abstentions
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Broker Non-Votes
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Uncast |
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| 44,168,823
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273,962
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18,130,737
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3,175,133
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10,547,947
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404,287 |
Consistent with a majority of the advisory votes cast, the Company will hold a stockholder advisory
vote on the compensation paid to the Company’s named executive officers annually, until the next
vote on the frequency of such advisory votes.