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



As discussed below in Item 5.07, the Company held its 2020 Annual Meeting of
Stockholders (the "Annual Meeting") at which the Company's stockholders approved
the Company's 2020 Equity Incentive Plan (the "2020 Plan"). A summary of the
material terms of the 2020 Plan is set forth in the Company's definitive proxy
statement for the Annual Meeting, which was filed with the Securities and
Exchange Commission on April 9, 2020, and is incorporated by reference herein.

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




On May 19, 2020, the Company held its Annual Meeting. As of the close of
business on March 23, 2020, the record date for the Annual Meeting, there were
92,779,393 shares of common stock entitled to vote, of which there were
85,349,516 shares present at the Annual Meeting in person or by proxy. At the
Annual Meeting, stockholders voted on four matters: (i) the election of two
Class III Directors for a term of three years expiring at the 2023 Annual
Meeting of Stockholders, (ii) an advisory vote on the compensation paid to the
Company's named executive officers, (iii) the approval of the 2020 Plan, and
(iv) the ratification of the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2020. The voting results were as follows:

• Election of two Class III Directors for a term of three years expiring at


         the 2023 Annual Meeting of Stockholders.

Kevin C. Gorman, Ph. D. For 77,979,322 Withheld 631,569 Gary A. Lyons

               For       68,896,626       Withheld       9,714,265


The two nominees for Class III Director were elected. The Class I Directors,
George J. Morrow, William H. Rastetter, Ph.D., and Leslie V. Norwalk will
continue in office until the 2021 Annual Meeting of Stockholders, or until their
earlier death, resignation or removal. The Class II Directors, Richard F. Pops,
Shalini Sharp and Stephen A. Sherwin, M.D., will continue in office until 2022
Annual Meeting of Stockhodlers or until their earlier death, resignation or
removal.



     •   An advisory vote on the compensation paid to the Company's named executive
         officers.





Shares Voted:         For       76,616,587        Against       1,911,017        Abstain       83,287
Percent of Voted:     For            97.46 %      Against            2.43 %

There were 6,738,625 broker non-votes for this proposal.

The compensation of the Company's named executive officers, as disclosed in the Proxy Statement, was approved on an advisory basis.





  •   Approval of the 2020 Plan.





Shares Voted:         For       75,674,252        Against       2,895,465        Abstain       41,174
Percent of Voted:     For            96.26 %      Against            3.68 %

There were 6,738,625 broker non-votes for this proposal.

The 2020 Plan was approved.

• Ratification of the appointment of Ernst & Young LLP as the Company's


         independent registered public accounting firm for the fiscal year ending
         December 31, 2020.





Shares Voted:         For       83,368,280        Against       1,926,999        Abstain       54,237
Percent of Voted:     For            97.67 %      Against            2.25 %

The appointment of Ernst & Young LLP was ratified.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses