Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) today announced
that the preliminary report of IVS Associates, Inc., the
independent inspector of elections for the Company’s Annual
Meeting, confirms that all ten of Forest’s Board nominees were
elected by a substantial majority.
Based on the IVS report of the preliminary voting results, the
ten Company nominees were elected to the Forest Board of Directors,
each receiving more than a majority of all outstanding shares. Over
226 million votes, or approximately 98% of the votes cast in the
election, were voted for each of the six Forest nominees that had
not been contested. With regard to the four contested seats, the
Forest nominees were elected by wide margins. Mr. Goodman and Mr.
Solomon received over 169 million and 165 million votes,
respectively, and Messrs. Goldwasser and Salans each received over
152 million votes for their election.
According to the inspector’s report, Icahn nominee Richard
Mulligan received only 70.5 million votes in support of his
election and Alex Denner, the Icahn candidate with the second
highest total, received less than 49 million votes. Therefore, the
margin of victory for the contested Forest nominees was 81 million
votes with respect to Mr. Mulligan and 103 million votes with
respect to Mr. Denner. Messrs. Bebchuk and Ende received only 42.1
million and 33.5 million votes in favor of their election,
respectively. As of the 2011 Annual Meeting record date, the Icahn
group held approximately 19.9 million Forest shares.
The inspector’s preliminary report also indicates that Forest
shareholders approved the advisory vote on executive compensation,
supported an annual frequency for the advisory vote on executive
compensation, and ratified the appointment of BDO USA, LLP as the
Company’s independent registered public accountant.
Howard Solomon, Chairman and Chief Executive Officer of Forest,
said, “We are pleased to receive this positive news confirming the
results of our ten nominees today as we launch Dailresp and Viibryd
with our field sales organization. This is an important week as we
move forward with two of the ‘Next Nine’ products in our late-stage
pipeline. We expect these high-potential products to help drive
growth and diversify revenues in the years ahead.”
Based on the inspector’s preliminary report, shareholders
representing more than 231 million shares, or 83.1% of the
Company's issued and outstanding common stock as of the record
date, either voted by proxy or in person at the meeting. The
preliminary vote count is subject to review, challenge and official
certification, but is not expected to change materially, if at
all.
Based on the report provided by IVS, the preliminary results
were as follows:
Preliminary Voting Results –August 22, 2011
Election of Directors
For Withheld
Forest Nominees:
Howard Solomon 165,349,211
4,623,743 Nesli Basgoz, M.D.
227,451,746
3,615,456 Christopher J. Coughlin
226,635,822 4,431,380 Dan L. Goldwasser
152,002,769
1,617,812 Kenneth E. Goodman
169,301,063 671,891 Gerald M. Lieberman
227,425,851
3,641,351 Lawrence S. Olanoff
226,222,145 4,845,057 Lester B. Salans
152,935,444
685,137 Brenton L. Saunders 227,430,702
3,636,500 Peter J. Zimetbaum
227,436,483
3,630,719
Icahn Nominees:
Alexander J. Denner 48,928,220
28,518,401 Richard Mulligan
70,539,256
6,907,365 Lucian A. Bebchuk 42,126,141
1,968,107 Eric J. Ende
33,485,948 27,608,300
Advisory Vote on Executive Compensation For
Against Abstain
170,391,984 59,879,803
795,426
Frequency of Advisory Vote on
Executive Compensation 1 Year 2 Years
3 years Abstain
213,927,107 748,048
15,498,979 893,078
Auditor
Ratification For Against
Abstain 229,586,578 1,466,628
629,430
Forward Looking Information
Except for the historical information contained herein, this
document 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.
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