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): August 7, 2013

ALERE INC.

 

(Exact name of registrant as specified in charter)

 

Delaware

 

1-16789

 

04-3565120

(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (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):

 

¨ 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.

Alere Inc. (“Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on August 7, 2013. The Annual Meeting was adjourned until August 19, 2013 for the sole purpose of receiving the report of the independent inspector of elections, IVS Associates, Inc. (“IVS”), certifying the final voting results. Set forth below are the proposals voted upon at the Annual Meeting, and the preliminary voting results reported by IVS. These results are only preliminary and are subject to change.

1. Election of Directors. Based on the preliminary results reported by IVS, each of the following four director nominees were elected by a plurality of votes as directors for terms expiring at the Company’s next Annual Meeting of Stockholders, or until his or her successor has been elected or appointed: Hakan Bjorklund, Stephen P. MacMillan, Brian A. Markison and Thomas McKillop.

The preliminary voting results from the Annual Meeting on the Election of Directors proposal, as reported by IVS, were:

 

Director Nominee

   Votes For      Votes Withheld      Broker Non-Votes  

Hakan Bjorklund

     67,019,181         3,143,380         1,300,556   

Stephen P. MacMillan

     35,782,157         223,258         1,300,556   

Brian A. Markison

     35,777,658         227,757         1,300,556   

Thomas McKillop

     35,516,873         488,542         1,300,556   

Theodore E. Martin (dissident nominee)

     34,098,242         58,904         0   

Curt R. Hartman (dissident nominee)

     32,121,406         2,035,740         0   

Jerome J. Lande (dissident nominee)

     30,540,255         3,616,891         0   

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 2,000,000, from 5,153,663 to 7,153,663.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

62,212,621   6,879,332   1,070,518   1,300,556

3. Approval of option grants to certain executives.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

65,818,024   2,967,330   1,377,117   1,300,556

4. Approval of an 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 3,000,000 to 4,000,000.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

67,924,876   1,166,199   1,071,486   1,300,556

5. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2013.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

70,252,353   233,638   977,126   0

6. Advisory vote on executive compensation.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

67,612,633   1,267,490   1,282,438   1,300,556


SIGNATURES

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.

 

    ALERE INC.
Date: August 12, 2013     By:   /s/ Jay McNamara
       

Jay McNamara

Senior Counsel, Corporate & Finance