Forest Laboratories, Inc. (NYSE: FRX) ("Forest") today announced
that IVS Associates, Inc. (“IVS”), the independent inspector of
elections, has certified the final voting results for the Company's
Annual Meeting, which was held on August 15, 2012. The certified
results confirm that nine of the Company's ten director nominees
were elected to the Forest Board of Directors. The IVS report has
also confirmed that one of Carl Icahn's four nominees, Pierre
Legault, has been elected to the Board.
Forest’s board will now consist of: Nesli Basgoz, M.D.;
Christopher J. Coughlin; Kenneth E. Goodman; Pierre Legault; Gerald
M. Lieberman; Lawrence S. Olanoff, M.D., Ph.D.; Lester B. Salans,
M.D.; Brenton L. Saunders; Howard Solomon; and Peter J. Zimetbaum,
M.D.
More than 192 million votes, or approximately 85% of the votes
cast in the election and 72% of the shares outstanding as of the
record date, were voted for each of the six uncontested nominees.
With regard to the four contested seats, Dr. Olanoff and Mr.
Goodman each received over 120 million votes, or approximately 54%
and 53% of shares voted, respectively, and Dr. Salans received over
107 million votes, or approximately 48% of shares voted.
Icahn nominee Pierre Legault, who received approximately 114
million votes (approximately 50% of shares voted), was the only
Icahn nominee to be elected to the Forest Board. Daniel Ninivaggi,
the Icahn nominee with the second highest number of votes, trailed
Dr. Salans by approximately 19 million votes. Eric Ende and Andrew
Fromkin received approximately 49 million and 42 million votes,
respectively. As of the 2012 Annual Meeting record date, the Icahn
group held approximately 26.4 million Forest shares.
Howard Solomon, Chairman and Chief Executive Officer of Forest,
said, “On behalf of the entire Board, I wish to thank our
shareholders for their support in electing nine of our ten
nominees. We welcome our new independent director, Pierre Legault,
to our Board and look forward to working constructively with him.
It is a critical time for Forest as we draw closer to the expected
approval of linaclotide in September 2012 and continue to work
diligently toward our planned NDA filings for levomilnacipran and
cariprazine later this year. Forest has an extremely promising
future and the Board looks forward to delivering strong sales
growth and shareholder returns as we sustain the momentum we have
behind our promising late-stage pipeline and product
portfolio.”
The certified results were as follows:
Election of Directors For
% of O/S Withheld Forest
Nominees: Howard Solomon 192,428,946 71.64% 34,177,256 Nesli
Basgoz, M.D. 195,096,207 72.64% 31,509,995 Christopher J. Coughlin
195,269,038 72.70% 31,337,164 Dan L. Goldwasser 104,423,584 38.88%
4,310,965 Kenneth E. Goodman 120,285,741 44.78% 4,153,828 Gerald M.
Lieberman 195,093,139 72.64% 31,513,063 Lawrence S. Olanoff, M.D.,
Ph.D. 122,960,337 45.78% 1,479,232 Lester B. Salans, M.D.
107,675,795 40.09% 1,058,754 Brenton L. Saunders 195,263,852 72.70%
31,342,350 Peter J. Zimetbaum, M.D. 194,954,297 72.58% 31,651,905
Icahn Nominees: Eric J. Ende 48,524,206 18.07% 53,642,447
Andrew J. Fromkin 41,957,886 15.62% 60,208,767 Pierre Legault
113,593,738 42.29% 4,277,935 Daniel A. Ninivaggi 88,538,276 32.96%
29,333,397
Additionally, the certified results confirm that Forest
shareholders approved the advisory vote on executive compensation,
and ratified the appointment of BDO USA, LLP as the Company’s
independent registered public accountant. IVS also confirms that
shareholders rejected the “proxy access” stockholder proposal
submitted by Mr. Kenneth Steiner.
Advisory Vote on Executive
Compensation
For
Against
Abstain
183,934,926 40,974,304 1,696,971
Auditor Ratification
For
Against
Abstain
223,855,004 1,575,909 1,175,288
Proxy Access
For
Against
Abstain
21,393,262 154,609,317 50,603,622
Based on the inspector's report, shareholders representing more
than 226 million shares, or 84.4% of the Company's issued and
outstanding common stock as of the record date, were present at the
meeting, either in person or by proxy.
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, and the risk factors listed from time to time in Forest
Laboratories’ Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and any subsequent SEC filings.
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, respiratory,
gastrointestinal and pain management medicine. Forest’s 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.
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