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) April 20, 2016
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CAMBREX CORPORATION |
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(Exact name of Registrant as specified in its charter) |
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DELAWARE |
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1-10638 |
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22-2476135 |
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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.) |
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ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY |
07073 | |
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(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (201) 804-3000
Check the appropriate box 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):
[ ] 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(d) 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 April 20, 2016, the Company held its annual meeting of stockholders pursuant to notice duly given. The proposals are described in the Proxy Statement. Each of the proposals was approved by the stockholders pursuant to the voting results set forth below.
1. Proposal 1 – Election of Directors. All of the nominees for director were elected for a term expiring at the annual meeting of stockholders in 2017 by the votes set forth in the table below:
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For |
Against |
Abstain |
Broker Non-Votes |
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Rosina B. Dixon |
27,347,129 | 330,525 | 10,386 | 2,009,000 | ||||||||||||
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Claes Glassell |
27,446,626 | 231,058 | 10,356 | 2,009,000 | ||||||||||||
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Louis J. Grabowsky |
27,433,199 | 244,118 | 10,723 | 2,009,000 | ||||||||||||
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Kathryn Rudie Harrigan |
27,351,011 | 325,833 | 11,196 | 2,009,000 | ||||||||||||
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Leon J. Hendrix, Jr. |
26,791,714 | 885,685 | 10,641 | 2,009,000 | ||||||||||||
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Ilan Kaufthal |
27,349,006 | 327,592 | 10,442 | 2,009,000 | ||||||||||||
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Steven M. Klosk |
27,381,067 | 297,641 | 9,932 | 2,009,000 | ||||||||||||
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Peter G. Tombros |
27,336,373 | 341,050 | 10,617 | 2,009,000 | ||||||||||||
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Shlomo Yanai |
26,488,435 | 1,189,652 | 9,953 | 2,009,000 | ||||||||||||
2. Proposal 2 – Say on Pay. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement, as set forth below:
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For |
Against |
Abstain |
Broker Non-Votes |
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26,798,092 |
860,223 |
29,725 |
2,009,000 |
3. Proposal 3 – Ratification of Independent Registered Public Accountants. The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2016, by the votes set forth in the table below:
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For |
Against |
Abstain |
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29,512,824 |
168,122 |
16,094 |
The proposal to ratify the appointment of BDO USA, LLP was a routine matter and, therefore, there were no broker non-votes to that matter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
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CAMBREX CORPORATION |
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Date: April 22, 2016 |
By: |
/s/ Samantha Hanley |
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Name: |
Samantha Hanley |
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Title: |
Vice President and General Counsel |
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