- Current report filing (8-K)

 

 

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): March 18, 2010

 

MARTEK BIOSCIENCES CORPORATION

(Exact name of registrant as specified in its
charter)

 

Delaware		0-22354		52-1399362
(State or other jurisdiction of		(Commission File		(I.R.S. Employer
incorporation or organization)		Number)		Identification No.)

 

6480 Dobbin Road, Columbia Maryland		21045
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

 

(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:

 

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))

 

 

 

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INFORMATION TO BE INCLUDED IN THE REPORT

 

Section 5 — Corporate Governance and Management

 

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

 

Martek’s (the “Company”) Annual Meeting of Stockholders (the “Annual Meeting”) was held on March 18, 2010.  As of January 19, 2010, the date of record for determining the Company stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 33,278,696 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting.  At the meeting, the holders of 29,324,782 shares of the Company’s issued and outstanding common stock were represented in person or by proxy, constituting a quorum. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 3, 2010. The vote results detailed below represent final results as certified by the Inspector of Elections.

 

Following are descriptions of the matters voted on and the final results of such voting:

 

Proposal 1:  Election of Directors:

 

The following members were elected to the Company’s Board of Directors to hold office for the term expiring at the 2011 Annual Meeting of Stockholders or until their successors are elected and qualified:

 

		Votes For		Votes Against		Abstain		Broker non-votes
Harry J. D’Andrea		23,323,472		171,885		7,181		5,822,244
James R. Beery		23,319,884		174,972		7,681		5,822,245
Michael G. Devine		23,323,126		171,806		7,606		5,822,244
Steve Dubin		23,296,446		198,836		7,256		5,822,244
Robert J. Flanagan		23,318,642		176,314		7,581		5,822,245
Polly B. Kawalek		23,330,142		164,715		7,681		5,822,244
Jerome C. Keller		23,065,781		412,323		24,433		5,822,245
Douglas J. MacMaster, Jr.		23,234,333		243,772		24,433		5,822,244
Robert H. Mayer		23,322,419		172,537		7,581		5,822,245
David M. Pernock		23,324,617		170,240		7,681		5,822,244
Eugene H. Rotberg		23,171,427		306,352		24,758		5,822,245

 

Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2010:

 

The proposal was approved by the following vote:

 

Votes For		Votes Against		Abstain		Broker non-votes
29,181,742		110,271		32,769		0

 

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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 hereunto duly authorized.

 

	Martek Biosciences Corporation
Date: March 24, 2010	By:	/s/ Peter L. Buzy
	Peter L. Buzy
			Chief Financial Officer, Treasurer and Executive Vice President for Finance and Administration

 

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