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 24, 2013

 

 

Life Technologies Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-25317		33-0373077
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
5791 Van Allen Way, Carlsbad, CA				92008
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (760) 603-7200

N/A

(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 communication 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))

 

 

 

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Item 5.02

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

In conjunction with the Annual Meeting of Stockholders (the “Annual Meeting”) of Life Technologies Corporation (the “Company”) held on April 24, 2013, Arnold J. Levine, Ph.D. retired from the Board of Directors (the “Board”) immediately following the Annual Meeting in accordance with the retirement policy set forth in the Company’s Corporate Governance Principles, which provides that the Board only nominate directors who will be 72 years of age or younger on the date of election.

In conjunction with the Annual Meeting of the Company held on April 24, 2013, Bradley G. Lorimier retired from the Board immediately following the Annual Meeting in order to pursue other matters.

 

Item 5.07

Submission to a Vote of Security Holders

(a) On April 24, 2013, the Company held its Annual Meeting. The Company filed its Definitive Proxy Statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on March 15, 2013.

(b) As of March 6, 2013, the record date for the Annual Meeting, 170,950,970 shares of the Company’s common stock were issued and outstanding. A quorum of 137,120,658 shares of common stock were present or represented at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:

1. The following members of the Board were elected as directors to serve until the 2014 annual meeting of stockholders and until their respective successors are elected and qualified.

 

		Total Votes For Each Director				Total Votes Against  Each Director				Abstain				Broker Non-Votes
George F. Adam, Jr.			123,684,935				274,676				149,962				13,011,084
Raymond V. Dittamore			121,846,730				2,112,913				149,930				13,011,084
Donald W. Grimm			121,636,063				2,318,716				154,794				13,011,084
Craig J. Mundie			123,669,814				284,996				154,763				13,011,084
Ora H. Pescovitz, M.D.			122,254,631				1,706,307				148,635				13,011,084
Per A. Peterson, Ph.D.			123,731,382				224,954				153,237				13,011,084

2. Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2013.

 

For		Against		Abstain
135,702,216		1,238,650		179,792

3. The approval of an advisory resolution regarding the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2012. In accordance with the Company’s Bylaws and as disclosed in the Company’s 2013 Proxy Statement, neither abstentions nor broker non-votes have any effect upon the outcome of voting for this advisory vote. The advisory resolution regarding the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2012 received approximately 88% of the affirmative vote of the votes cast (which excludes abstentions and broker non-votes).

 

For		Against		Abstain		Broker Non-Votes
109,090,881		14,631,161		387,530		13,011,085

4. The approval of the Company’s 2013 Equity Incentive Plan. In accordance with the Company’s Bylaws and as disclosed in the Company’s 2013 Proxy Statement, neither abstentions nor broker non-votes have any effect upon the outcome of voting for the approval of the 2013 Equity Incentive Plan. The approval of the 2013 Equity Incentive Plan received approximately 94% of the affirmative vote of the votes cast (which excludes abstentions and broker non-votes).

 

For		Against		Abstain		Broker Non-Votes
116,022,785		7,871,779		215,007		13,011,086

 

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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.

 

Date: April 24, 2013

 

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