Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Director
On May 25, 2021, BioMarin Pharmaceutical Inc. ("BioMarin" or the "Company") held
its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). As described in
Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting, a greater
number of votes were withheld than were voted for Michael Grey's election to the
Board. In accordance with the Company's director resignation policy, effective
May 25, 2021, Mr. Grey submitted, and the Board accepted, his resignation. At
the time of his resignation, Mr. Grey served as Committee Chair of the Company's
Compensation Committee and served on its Science & Technology Committee.
Effective with Mr. Grey's resignation, the Board reduced the authorized number
of directors constituting the Board from eleven to ten.
BioMarin thanks Mr. Grey for his more than 15 years of dedicated service to the
Company as a director and for his important contributions and leadership during
his tenure. BioMarin wishes Mr. Grey success in his future endeavors.
Amendment of 2017 Equity Incentive Plan, as Amended
At the Annual Meeting, BioMarin's stockholders approved an amendment to the
BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as amended (the "2017
Plan") to increase the number of shares of BioMarin common stock reserved for
issuance thereunder by 10,500,000 shares (the "2017 Plan Amendment").
The 2017 Plan Amendment previously had been approved, subject to stockholder
approval, by the Compensation Committee of BioMarin's Board. The 2017 Plan
Amendment became effective immediately upon stockholder approval at the Annual
Meeting.
A more detailed summary of the material features of the 2017 Plan Amendment is
set forth in BioMarin's definitive proxy statement filed with the Securities and
Exchange Commission on April 13, 2021 (the "Proxy Statement") under the heading
"PROPOSAL NO. FOUR: Approval of an Amendment to the 2017 Equity Incentive Plan."
The summary and the foregoing description are qualified in their entirety by
reference to the full text of the 2017 Plan, as amended, which is attached to
the Proxy Statement as Appendix A.
Item 5.07 Submission of Matters to a Vote of Security Holders.
A total of 182,660,481 shares of common stock were entitled to vote as of
March 29, 2021, the record date for the Annual Meeting. There were 159,678,491
shares of common stock present in person or represented by proxy at the Annual
Meeting at which the stockholders were asked to vote on four proposals, each of
which is described in more detail in the Proxy Statement, as supplemented by
definitive additional materials filed with the SEC on May 17, 2021. Set forth
below are the matters acted upon by the stockholders, and the final voting
results of each such proposal.
Proposal No. 1: Election of Directors
Broker
Directors Elected Vote For Withheld Non-Votes
Jean-Jacques Bienaimé 139,640,531 10,569,809 9,468,151
Elizabeth McKee Anderson 145,718,508 4,491,832 9,468,151
Willard Dere, M.D. 146,207,987 4,002,353 9,468,151
Michael Grey 71,714,685 78,495,655 9,468,151
Elaine J. Heron, Ph.D. 136,447,247 13,763,093 9,468,151
Maykin Ho 148,775,324 1,435,016 9,468,151
Robert J. Hombach 147,291,688 2,918,652 9,468,151
V. Bryan Lawlis, Ph.D. 144,017,018 6,193,322 9,468,151
Richard A. Meier 145,888,580 4,321,760 9,468,151
David E.I. Pyott, M.D. (Hon.) 145,602,349 4,607,991 9,468,151
Dennis J. Slamon, M.D., Ph.D. 148,937,559 1,272,781 9,468,151
Based on the votes set forth above, BioMarin's stockholders elected each of the
eleven nominees set forth above to serve as a director of BioMarin until the
next annual meeting of stockholders and until his or her successor is duly
elected and qualified, or, if sooner, until the director's death, resignation or
removal. As described in Item 5.02 of this Current Report on Form 8-K, Michael
Grey has since tendered, and the Board has accepted, his resignation from the
Board.
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Proposal No. 2: Ratification of the Selection of Independent Registered Public
Accounting Firm
The ratification of the selection of KPMG LLP as BioMarin's independent
registered public accounting firm for the fiscal year ending December 31, 2021,
as set forth in the Proxy Statement, received the following votes:
For Against Abstain
157,686,775 1,935,539 56,177
Based on the votes set forth above, BioMarin's stockholders ratified the
selection of KPMG LLP as BioMarin's independent registered public accounting
firm to serve for the year ending December 31, 2021.
Proposal No. 3: Advisory Vote on the Compensation of Named Executive Officers
The advisory (non-binding) vote to approve the compensation of BioMarin's named
executive officers, as set forth in the Proxy Statement, received the following
votes:
Broker
For Against Abstain Non-Votes
110,859,278 38,182,722 1,168,340 9,468,151
Based on the votes set forth above, BioMarin's stockholders approved, on an
advisory basis, the compensation of BioMarin's named executive officers, as set
forth in the Proxy Statement.
Proposal No. 4: Approval of an Amendment to the 2017 Plan
The approval of an amendment to the BioMarin 2017 Plan, as set forth in the
Proxy Statement, received the following votes:
Broker
For Against Abstain Non-Votes
120,073,229 30,067,135 69,976 9,468,151
Based on the votes set forth above, BioMarin's stockholders approved the
amendment to the BioMarin 2017 Plan, as set forth in the Proxy Statement.
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