- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
July 18 2011 - 9:44AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
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§ 240.14a-12
FOREST LABORATORIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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and 0-11.
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FOREST LABORATORIES ANNOUNCES DIRECTOR NOMINEES FOR
ELECTION AT 2011 ANNUAL MEETING
Nominates Seven Incumbents and Three New Directors; New Candidates
Strengthen Company Slate with Additional Financial, Operational
and Corporate Governance Expertise
Annual Meeting Date Set For August 18, 2011; Record Date Is June 24
NEW YORK, July 18, 2011 Forest Laboratories, Inc. (NYSE: FRX) today announced that it will
nominate a slate of ten candidates for election to the Companys Board of Directors at the 2011
Annual Meeting of Shareholders on August 18, 2011.
In addition to seven incumbent director candidates, the slate includes three new independent
nominees: Christopher J. Coughlin, former Executive Vice President and Chief Financial Officer of
Tyco International; Gerald M. Lieberman, former President and Chief Operating Officer of
AllianceBernstein; and Brenton L. Saunders, Chief Executive Officer of Bausch + Lomb.
We are nominating an exceptionally strong slate of candidates who will work on behalf of all
investors and ensure board level focus on maximizing the potential of Forests robust pipeline,
which is one of the most promising in the industry, said Kenneth E. Goodman, Presiding Independent
Director of the Forest Board. In addition to our seven highly qualified incumbent directors, I am
pleased that we have three outstanding new candidates who will bring fresh eyes and valuable
experience to the Forest Board. Our new candidates are extremely well regarded, accomplished
professionals and financial experts with diversified skills, broad experience in domestic and
international business and proven track records. We believe our entire slate is extremely well
qualified to lead the Company through its future growth and development.
Howard Solomon, the Companys Chairman, Chief Executive Officer and President, added: On behalf of
the Board and the entire Company, I want to express our deepest appreciation and respect for the
many contributions over the years of Directors William Candee and George Cohan, who will not stand
for re-election at this years meeting.
Mr. Solomon continued: Forest is continuing to perform well, having grown net revenues by 8%,
operating income by 41% and net income by 53% in fiscal 2011. The Company has also returned $4.4
billion in capital to shareholders through repurchases since 2005, including a $500 million share
buyback program we announced in June 2011. And we are very well positioned to continue to perform,
with three new product launches in 2011 and a deep Phase III pipeline which includes four
additional products that are expected to mature in 2012 and 2013. The Forest Board is focused on
continuing to build sustainable momentum and value for shareholders, and we believe that the Board
nominees we are announcing today will help Forest to deliver on that goal.
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Along with the Companys seven incumbent directors, Forests three new independent nominees provide
a powerful combination of financial acumen, operational skills, investor perspective and corporate
governance experience at an important juncture for Forest. Each of the three new nominees has been
judged to meet the independence criteria in the Companys Corporate Governance Guidelines and under
the listing standards of the New York Stock Exchange.
Forests three new independent nominees are:
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Christopher J. Coughlin
Mr. Coughlin, 59, most recently served as Executive Vice
President and Chief Financial Officer of Tyco International from 2005 to 2010 and remains
an advisor to Tyco. During his tenure, he played a central role in the separation of Tyco
into three independent, public companies and provided financial leadership surrounding
major transactions, including the $2 billion acquisition of Broadview Security, among many
other responsibilities and accomplishments.
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Prior to joining Tyco, he worked as the Chief Operating Officer of the Interpublic Group of
Companies from June 2003 to December 2004, as Chief Financial Officer from August 2003 to
June 2004 and as a director from July 2003 to July 2004. Previously, Mr. Coughlin was
Executive Vice President and Chief Financial Officer of Pharmacia Corporation from 1998
until its acquisition by Pfizer in 2003. Prior to that, he was Executive Vice President of
Nabisco Holdings and President of Nabisco International. From 1981 to 1996 he held various
positions, including Chief Financial Officer, at Sterling Drug.
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Mr. Coughlin is currently serving as the lead independent director on the board of Dun &
Bradstreet, where he is a member of the Audit Committee and the Compensation and Benefits
Committee. He also serves on the board of Covidien plc, where he is Chair of the
Compliance Committee. Mr. Coughlin has a B.S. in accounting from Boston College.
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A veteran of service and leadership on public company boards, Mr. Coughlins wide array of
senior management positions in global companies, pharmaceutical background, finance
experience and compliance and governance expertise will further equip the Board in making
strategic decisions for the long-term growth of the Company.
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Gerald M. Lieberman
Mr. Lieberman, 64, most recently served as the President and
Chief Operating Officer of AllianceBernstein from 2004 to 2009, where he oversaw several
critical functions for the Company, including finance, global risk management, technology,
operations, human resources, and investor and public relations. In addition, he was
instrumental in developing the Companys global integrated platform and enhancing its
corporate governance and financial transparency.
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Prior to joining Alliance Bernstein in 1998, Mr. Lieberman held a number of senior
positions at Fidelity Investments from 1993 to 1998, including Chief Financial Officer and
Chief of Administration. He was a member of Fidelitys operating committee, reporting
directly to the Chairman. Before joining Fidelity, Mr. Lieberman spent 14 years with
Citicorp, where he served as Senior Human Resources Officer and a member of the policy
committee, reporting to the Companys Chairman and Chief Executive Officer. At Citicorp, he
also held several other senior leadership positions, including Chief Executive Officer of
Citibank Mexico and Division Head of Latin America.
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Mr. Lieberman is currently serving as a director at Computershare. He is also a trustee of
the University of Connecticut Foundation and was a practicing C.P.A with Arthur Anderson.
He received a B.S. from the University of Connecticut and attended New York Universitys
Graduate School of Business Administration.
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Mr. Liebermans senior roles at AllianceBernstein and Fidelity Investments, premier
investment and asset management firms, and his breadth and depth of experiences, including
his finance and accounting expertise and career-long focus on risk management, enable him
to provide important and valuable perspectives to the Board.
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Brenton L. Saunders
Mr. Saunders, 41, has been the Chief Executive Officer of Bausch
+ Lomb and a board director since March 2010. Previously, Mr. Saunders served as a senior
executive with Schering-Plough from 2003 to 2010, most recently as President of Global
Consumer Health Care. He also served as Head of Integration for both Schering-Ploughs
merger with Merck & Co. and for its $16 billion acquisition of Organon BioSciences.
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Before joining Schering-Plough, Mr. Saunders was a Partner and Head of the Compliance
Business Advisory Group at PricewaterhouseCoopers LLP from 2000 to 2003. Prior to that, he
was Chief Risk Officer at Coventry Health Care between 1998 and 1999 and a co-founder of
the Health Care Compliance Association in 1995. Mr. Saunders began his career as Chief
Compliance Officer for the Thomas Jefferson University Health System.
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In addition to the Bausch + Lomb board, he serves on the boards of ElectroCore LLC and the
Overlook Hospital Foundation. He is also the former Chairman of the New York chapter of
the American Heart Association. Mr. Saunders was also recently named to the Federal Reserve
Bank of New Yorks Upstate New York Regional Advisory Board. He received a B.A. from the
University of Pittsburgh, an M.B.A. from Temple University School of Business, and a J.D.
from Temple University School of Law.
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Given Mr. Saunders leadership experience as CEO of a global, branded healthcare company
and deep pharmaceutical experiences, he will be an invaluable addition to the Board. In
addition to his other attributes, his 15 years of senior compliance experience and broad
regulatory expertise at a number of
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different companies, including Bausch + Lomb and Schering-Plough, will prove particularly
valuable.
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The Board has also nominated seven incumbent directors to serve an additional one-year term on the
Companys Board, which will be expanded from nine to 10 seats as of the 2011 Annual Meeting.
Individually and collectively, the incumbent nominees bring a compelling combination of knowledge
and experience in the global and U.S. pharmaceutical and healthcare sectors, as well as significant
legal and financial expertise.
The Boards seven incumbent director nominees are:
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Nesli Basgoz, M.D.
Dr. Basgoz, 53, is the Associate Chief for Clinical Affairs,
Division of Infectious Diseases at Massachusetts General Hospital (MGH) and serves on the
hospitals Board of Trustees. In addition, Dr. Basgoz is an Associate Professor of
Medicine at Harvard Medical School. Previously, she served as Clinical Director in the
Infectious Diseases Division of MGH for six years. Dr. Basgoz earned her M.D. Degree and
completed her residency in internal medicine at Northwestern University Medical School.
She also completed a fellowship in the Infectious Diseases Division at the University of
California at San Francisco. She is board certified in both infectious diseases and
internal medicine.
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Dr. Basgozs broad medical expertise and nationally recognized leadership in the medical
field, as well as her extensive clinical trial experience has equipped her to effectively
advise the Board and management with respect to many strategic matters, including
navigating regulatory approvals and the clinical trial process. Moreover, her particular
expertise in infectious diseases has enabled Dr. Basgoz to advise the Board and management
with respect to the Companys current and potential portfolio of drugs within the relevant
indications, including Forests recently launched Teflaro product and other antibiotics
under development at Forest.
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Dan L. Goldwasser
Mr. Goldwasser, 71, is a practicing attorney and has been a
shareholder since 1992 at the law firm Vedder Price, P.C., where he is a member of the
firms Accounting Law Practice Group. Mr. Goldwasser previously served as Chairman of the
American Bar Associations Business Law Sections Committee on Law and Accounting and as
the American Bar Associations Co-Chairman of The National Conference of Lawyers and
Certified Public Accountants. From 2003 to 2006, he also was a member of the Auditing
Standards Board of the American Institute of Certified Public Accountants. Mr. Goldwasser
holds a B.A. from Harvard University and an LL.B. from Columbia Law School.
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Mr. Goldwassers leadership roles in accounting organization, service on the AICPAs
Auditing Standards Board, deep expertise in legal, regulatory and accounting matters and
his deep understanding of Forest make him a valuable contributor to the Board.
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Kenneth E. Goodman
Mr. Goodman, 63, is the former President and Chief Operating
Officer of Forest, a position that he held from 1998 to 2006. For eighteen years prior
thereto, Mr. Goodman served as Forests Vice President, Finance and Chief Financial
Officer and was named Executive Vice President, Operations in February 1998. From 1975 to
1980, he served as a senior financial officer at Wyeth, and before that, as a C.P.A. at
Main Hurdman, which is now part of KPMG LLP. Mr. Goodman currently serves Syracuse
University as Vice Chairman of the Board of Trustees, a member of the Executive Committee
and Chairman of the Audit Committee; he previously served as Chairman of the Budget
Committee. He is also Chairman of the International Board of Directors of the Israel
Cancer Research Fund and Co-Chairman of its New York Board. Mr. Goodman is a C.P.A. and
holds a B.S. degree from The Whitman School of Management at Syracuse University.
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Mr. Goodmans intimate knowledge of Forests operations, having served as President and
Chief Operating Officer of Forest with broad responsibility for sales, commercial
operations, compliance, manufacturing operations, information technology and other areas,
his substantial expertise in financial matters, and his service as an important interface
between management and the Board as its presiding independent director, make him a valuable
member of the Board.
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Lawrence S. Olanoff, M.D., Ph.D.
Dr. Olanoff, 59, served as Forests Chief Operating
Officer from 2006 to 2010 and currently serves as Senior Scientific Adviser to the
Company. From July 2005 to October 2006, Dr. Olanoff was President and Chief Executive
Officer at Celsion Corporation, an oncology drug development company. He also served as
Executive Vice President and Chief Scientific Officer of Forest from 1995 to 2005. Prior
to joining Forest in 1995, Dr. Olanoff served as Senior Vice President of Clinical
Research and Development at Sandoz Pharmaceutical Corporation (now a division of the
Novartis Group) and at the Upjohn Company in a number of positions including Corporate
Vice President of Clinical Development and Medical Affairs. Over his entire career, he
was involved in 30 product approvals. In addition, he is currently an adjunct Assistant
Professor and Special Adviser to the President for Corporate Affairs at the Medical
University of South Carolina (MUSC), as well as a Director of the MUSC Foundation for
Research Development, which is a non-profit foundation created to benefit the university.
He holds a Ph.D. in biomedical engineering and an M.D. degree from Case Western Reserve
University.
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Dr. Olanoffs detailed knowledge of the pharmaceutical industry, his broad operational
experience and research and development leadership over the course of his career at Forest,
Sandoz and Upjohn, including with respect to thirty product approvals, and his service as a
senior executive and intimate knowledge of Forests operations combine to make him an
important asset to the Board.
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Lester B. Salans, M.D.
Dr. Salans, 75, is a Clinical Professor and member of the
Clinical Attending Staff of Internal Medicine at the Mount Sinai Medical
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School. Prior thereto, Dr. Salans was a senior executive at Sandoz Pharmaceutical
Corporation (now a division of the Novartis Group). Dr. Salans is a former Director of the
National Institutes of Arthritis, Diabetes, Digestive and Kidney Diseases of the National
Institutes of Health. He served as Professor of Medicine and Director of the Division of
Endocrinology at the Dartmouth Hitchcock Medical Center, Hanover, from 1968 to 1975. He
also founded and is president of LBS Advisors, Inc., a consultancy serving several
pharmaceutical and biotechnology companies, academic institutions, the National Institutes
of Health and many investment firms. He serves on the Board of Directors of PharmaIN
Corporation, a biopharmaceutical company. Dr. Salans earned a B.A. from University of
Michigan and M.D. from University of Illinois.
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Dr. Salans recognized leadership in the medical field, his varied positions in the
pharmaceutical sector, and particular medical expertise in the fields of diabetes mellitus,
obesity and endocrinology and clinical research experience bring valuable perspectives to
the Board on research and development matters generally and with respect to the Companys
current and potential portfolio drugs within such indications. As a practicing physician
in addition to his other roles, Dr. Salans bridges the gap between basic science and
clinical medicine, enabling him to offer valuable insights to the Board.
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Howard Solomon
Mr. Solomon, 83, is Chairman, Chief Executive Officer and President
of Forest. He began his career as an attorney at leading law firms in New York and joined
Forest in 1964 as a director and secretary of the Board while serving as outside counsel
for the Company. He became CEO of Forest in 1977 and Chairman in 1998. Mr. Solomon is a
Trustee of the New York Presbyterian Hospital and previously served on the Board of Cold
Spring Harbor Laboratories. He is currently a member of the Executive Committee of the
Board of Directors of the Metropolitan Opera and Chairman of its Finance Committee. He
also serves on the Board of the New York City Ballet. Mr. Solomon graduated from the City
College of New York and holds a J.D. from Yale University.
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We believe that Mr. Solomons experience as a senior executive and leader in our industry,
his in-depth knowledge of our Company and its day-to-day operations and his strong record
and strategic vision for the Company qualify him to serve on our Board.
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Peter J. Zimetbaum, M.D.
Dr. Zimetbaum, 47, has served as Director of Clinical
Cardiology at Beth Israel Deaconess Medical Center in Boston (BIDMC) since 2005 and served
as Director of Clinical Electrophysiology at BIDMC from 2001 to 2005. Additionally, since
2006, Dr. Zimetbaum has been an Associate Professor of Medicine at the Harvard Medical
School (HMS), and he currently serves on the HMS Standing Committee on Conflicts of
Interest. Dr. Zimetbaum received his M.D. degree from the Albert Einstein College of
Medicine in 1990 and is board certified in both cardiovascular medicine and cardiovascular
electrophysiology.
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Dr. Zimetbaums extensive experience in the practice of medicine and clinical trials
provides the Board and management with the perspectives of physicians and other healthcare
providers who use the Companys products and with insight into the clinical trial process.
His expertise in cardiology, including the cardiovascular safety profile of products, is a
valuable resource to the Board and management in analyzing and developing current and
potential portfolio drugs. In addition, his service on Harvard Medical Schools conflict
of interest committee provides Forest with important insights on the ethics of healthcare.
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Annual Meeting
Shareholders of record as of June 24, 2011 are entitled to vote at the Annual Meeting, which has
been set for August 18, 2011 and will take place at the office of JPMorgan Chase & Co. at 270 Park
Avenue in New York, NY.
About Forest Laboratories
Forest Laboratories (NYSE: FRX) longstanding global partnerships and track record developing and
marketing pharmaceutical products in the United States have yielded its well-established central
nervous system and cardiovascular franchises and innovations in anti-infective and respiratory
medicine. The Companys pipeline, the most robust in its history, includes product candidates in
all stages of development across a wide range of therapeutic areas. The Company is headquartered in
New York, NY. To learn more, visit www.FRX.com.
Forward Looking Information
Except for the historical information contained herein, this release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
statements involve a number of risks and uncertainties, including the difficulty of predicting FDA
approvals, the acceptance and demand for new pharmaceutical products, the impact of competitive
products and pricing, the timely development and launch of new products, changes in laws and
regulations affecting the healthcare industry and the risk factors listed from time to time in
Forest Laboratories Annual Reports on Form 10-K (including the Annual Report on Form 10-K for the
fiscal year ended March 31, 2011), Quarterly Reports on Form 10-Q, and any subsequent SEC filings.
Important Additional Information
Forest Laboratories, its directors, director nominees and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from Forest shareholders in connection
with the matters to be considered at Forest Laboratories 2011 Annual Meeting. On July 18, 2011,
Forest Laboratories filed its definitive proxy statement (as it may be amended, the Proxy
Statement) with the U.S. Securities and Exchange Commission (the SEC) in connection with such
solicitation of proxies from Forest shareholders.
FOREST SHAREHOLDERS ARE STRONGLY ENCOURAGED TO
READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION.
Detailed information regarding
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the identity of participants, and their direct or indirect interests, by security holdings or
otherwise, is set forth in the Proxy Statement, including Appendix B thereto. Shareholders can
obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other
documents filed by Forest Laboratories with the SEC for no charge at the SECs website at
www.sec.gov. Copies are also available at no charge at Forest Laboratories website at www.frx.com
or by writing to Forest Laboratories at 909 Third Avenue, New York, New York 10022.
Investor Contact:
Frank J. Murdolo
Vice President Investor Relations, Forest Laboratories, Inc.
1-212-224-6714
Frank.Murdolo@frx.com
Media Contacts:
Sard Verbinnen & Co
Hugh Burns/Renee Soto/Lesley Bogdanow
1-212-687-8080
Additional Investor Contacts:
MacKenzie Partners
Dan Burch
1-212-929-5748
Charlie Koons
1-212-929-5708
# # #
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