SEC Form 8-K filed by BioMarin Pharmaceutical Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 20, 2025, BioMarin Pharmaceutical Inc. (BioMarin or the Company) held its 2025 Annual Meeting of Stockholders (the Annual Meeting). 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 8,000,000 shares (the Plan Amendment).
The Plan Amendment previously had been approved, subject to stockholder approval, by the Compensation Committee of BioMarin’s Board of Directors. The Plan Amendment became effective immediately upon stockholder approval at the Annual Meeting.
A more detailed summary of the material features of the Plan Amendment is set forth in BioMarin’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 8, 2025 (the Proxy Statement) under the heading “Proposal 4: 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 (including by the Plan Amendment), 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 191,754,170 shares of common stock were entitled to vote as of March 24, 2025, the record date for the Annual Meeting. There were 176,240,520 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. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.
Proposal 1: Election of Directors
| Directors Elected |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Elizabeth M. Anderson |
160,575,395 | 5,338,859 | 261,996 | 10,064,270 | ||||||||||||
| Barbara W. Bodem |
164,230,278 | 1,033,669 | 912,303 | 10,064,270 | ||||||||||||
| Athena Countouriotis |
163,915,734 | 1,656,229 | 604,287 | 10,064,270 | ||||||||||||
| Willard Dere |
163,380,097 | 2,536,182 | 259,971 | 10,064,270 | ||||||||||||
| Mark J. Enyedy |
164,211,417 | 1,412,156 | 552,677 | 10,064,270 | ||||||||||||
| Alexander Hardy |
164,875,088 | 1,051,826 | 249,336 | 10,064,270 | ||||||||||||
| Maykin Ho |
164,039,826 | 1,878,694 | 257,730 | 10,064,270 | ||||||||||||
| Robert J. Hombach |
163,224,408 | 2,694,927 | 256,915 | 10,064,270 | ||||||||||||
| Richard A. Meier |
160,566,321 | 5,338,585 | 271,344 | 10,064,270 | ||||||||||||
| Timothy P. Walbert |
165,166,799 | 662,209 | 347,242 | 10,064,270 | ||||||||||||
Based on the votes set forth above, BioMarin’s stockholders elected each of the ten 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.
Proposal 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, 2025, as set forth in the Proxy Statement, received the following votes:
| For |
Against |
Abstain | ||
| 168,601,089 | 7,442,009 | 197,422 |
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, 2025.
Proposal 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:
| For |
Against |
Abstain |
Broker | |||
| 155,351,652 | 10,227,321 | 597,277 | 10,064,270 |
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 4: Approval of an Amendment to the 2017 Equity Incentive Plan
The approval of the Plan Amendment received the following votes:
| For |
Against |
Abstain |
Broker | |||
| 157,280,864 | 7,747,768 | 1,147,618 | 10,064,270 |
Based on the votes set forth above, BioMarin’s stockholders approved the Plan Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BioMarin Pharmaceutical Inc., a Delaware corporation | ||||||
| Date: May 22, 2025 | By: | /s/ G. Eric Davis | ||||
| G. Eric Davis | ||||||
| Executive Vice President, Chief Legal Officer | ||||||