UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 2, 2010
The Medicines Company
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-31191
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04-3324394 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 8 Sylvan Way |
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| Parsippany, New Jersey
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07054 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (973) 290-6000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
(e)
Adoption of The Medicines Company’s 2000 Employee Stock Purchase Plan
On June 2, 2010, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At
the Annual Meeting, the stockholders of the Company voted to approve the Company’s 2010 employee
stock purchase plan (the “2010 ESPP”). The Company’s Board of Directors adopted the 2010 ESPP on
April 20, 2010, subject to, and effective upon, approval by the Company’s stockholders at the
Annual Meeting. The 2010 ESPP provides for 1,000,000 shares to be available for purchase by
eligible employees at a discount according to the terms of the plan.
A more complete description of the terms of the 2010 ESPP can be found in Proposal 2 to the
Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange
Commission on April 30, 2010 (the “2010 Proxy Statement”). The summary of the 2010 ESPP is
qualified in its entirety by the text of the 2010 ESPP, a copy of which is filed as Appendix I to
the 2010 Proxy Statement and is incorporated by reference herein.
Amendment of The Medicines Company’s 2004 Amended and Restated Stock Incentive Plan
At the Annual Meeting, the stockholders of the Company voted to approve an amendment to the
Company’s 2004 amended and restated stock incentive plan (the “2004 Plan”) to increase the number
of shares of common stock of the Company authorized for issuance thereunder from 11,800,000 to
13,900,000. The Company’s Board of Directors approved the amendment to the 2004 Plan on April 20,
2010, subject to, and effective upon, approval by the Company’s stockholders at the Annual Meeting.
The 2004 Plan provides for the grant of incentive stock options, nonstatutory stock options,
restricted stock awards, stock appreciation rights and other stock-based awards, including the
grant of shares to be delivered in the future, to the Company’s employees, officers, directors,
consultants and advisors.
A more complete description of the terms of the 2004 Plan can be found in Proposal 3 to the
Company’s 2010 Proxy Statement. The summary of the 2004 Plan, as amended, is qualified in its
entirety by the text of the 2004 Plan, a copy of which is filed as Appendix II to the 2010 Proxy
Statement and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, stockholders considered: (1) the election of two directors for terms
expiring in 2013; (2) a proposal to approve the Company’s 2010 ESPP; (3) a proposal to amend the
Company’s 2004 Plan; and (4) the ratification of the appointment of Ernst & Young LLP as the
Company’s independent auditors for the current fiscal year.
The voting results at the Annual Meeting with respect to each of the matters described above were
as follows:
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The two directors were elected based upon the following votes: |
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For |
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Withheld |
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Broker Non-Votes |
| William Crouse
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43,031,578
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249,344
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5,459,813 |
| Hiro Shigeta
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42,137,186
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1,143,736
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5,459,813 |
2. The proposal to approve the Company’s 2010 ESPP was approved based upon the following votes: