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)

May 11, 2012

 

 

WATSON PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Nevada   001-13305   95-3872914

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

  (IRS Employer
Identification No.)

Morris Corporate Center III

400 Interpace Parkway

Parsippany, New Jersey

  07054
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (862) 261-7000

 

(Former name or former address, if changed since last report): Not applicable.

 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    On May 11, 2012, Watson Pharmaceuticals, Inc. (“the Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) in Parsippany, NJ. At the Annual Meeting, the Company’s stockholders approved an Annual Incentive Plan (the “Incentive Plan”) which is generally intended to allow compensation paid to covered employees under the Incentive Plan to qualify as “qualified performance-based compensation” within the meaning of 162(m) of the U.S. Internal Revenue Code. A more extensive discussion of the Incentive Plan is contained in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 2012 in connection with the Annual Meeting (the “2012 Proxy Statement”).

The foregoing summary of the Incentive Plan is qualified in its entirety by reference to the full text of the Incentive Plan, which was filed with the Securities and Exchange Commission as Appendix A to the Company’s 2012 Proxy Statement and the terms and conditions of which are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

(a) As described above, the Company held the Annual Meeting on May 11, 2012.

 

(b) At the Annual Meeting, the Company’s stockholders voted on a total of four proposals, as described below.

 

  1. Election of Directors:

        The following directors were elected to the Company’s Board of Directors for a term of three years expiring at the Annual Meeting of Stockholders in 2014, with voting results as follows:

 

     For      Against      Abstain      Broker Non-Votes  

Jack Michelson

     93,561,926         1,146,056         60,153         12,045,028   

Ronald R. Taylor

     89,810,052         4,897,767         60,316         12,045,028   

Andrew L. Turner

     92,386,144         2,322,508         59,483         12,045,028   

 

  2. Advisory Vote on the Compensation of Our Named Executive Officers:

The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as such compensation was described in the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Company’s 2012 Proxy Statement, with voting results as follows:

 

For      Against      Abstain      Broker Non-Votes  
  88,842,060         5,602,454         323,621         12,045,028   

 

  3. Approval of the Annual Incentive Plan (as described above under Item 5.02):

The Company’s stockholders voted to approve an Annual Incentive Plan which is generally intended to allow compensation paid to covered employees under the Incentive Plan to qualify as “qualified performance-based compensation” within the meaning of 162(m) of the U.S. Internal Revenue Code, with voting results as follows:

 

For      Against      Abstain      Broker Non-Votes  
  91,691,440         2,998,243         78,452         12,045,028   


  4. Ratification of the Appointment of PricewaterhouseCoopers LLP:

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, with voting results as follows:

 

For      Against      Abstain      Broker Non-Votes  
  104,365,686         2,294,276         153,201         0   

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

10.1 The Annual Incentive Plan of Watson Pharmaceuticals, Inc. is incorporated by reference to Appendix A to the Company’s March 30, 2012 Definitive Proxy Statement on Schedule 14A.


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.

 

Dated: May 14, 2012     WATSON PHARMACEUTICALS, INC.
    By:  

/s/ David A. Buchen

      David A. Buchen
      Chief Legal Officer - Global


EXHIBIT INDEX

 

10.1    The Annual Incentive Plan of Watson Pharmaceuticals, Inc. is incorporated by reference to Appendix A to the Company’s March 30, 2012 Definitive Proxy Statement on Schedule 14A.