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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Medcohealth Solutions Common Stock | NYSE:MHS | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 70.30 | 0.00 | 01:00:00 |
Delaware | 1-31312 | 22-3461740 | ||
(State or other jurisdiction
of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
100 Parsons Pond Drive,
Franklin Lakes, NJ |
07417 |
|
(Address of principal executive offices) | (Zip Code) |
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)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| The term of the Stock Plan was extended until May 24, 2021. |
| The total number of shares of the Companys common stock authorized for issuance under the Stock Plan was increased by 17,400,000 shares. |
| The Stock Plan now provides that for the purpose of computing shares remaining eligible for issuance under the Stock Plan, for all grants made after December 31, 2010, the share reserve under the Stock Plan will be reduced by: (a) one share for every one share issued pursuant to a stock option, (b) one share for every one share subject to a stock-settled stock appreciation right that is exercised regardless of the number of shares issued upon exercise, and (c) 2.16 shares for every one share issued pursuant to all other awards under the Stock Plan. |
| The Stock Plan now provides that shares tendered in payment of the exercise price for stock options and stock appreciation rights or shares withheld from awards for tax payments or withholding of taxes will not be added back to the share reserve under the Stock Plan. |
| The Stock Plan now generally prohibits the repricing of stock options and stock appreciation rights unless shareholder approval is obtained. |
| Specific performance goals were added to the Stock Plan so that awards may be granted subject to or conditioned upon achievement of performance objectives, which in turn will allow the Company to continue to receive income tax deductions under Internal Revenue Code Section 162(m). |
| The Stock Plan now provides that at least 95% of full value awards (other than performance share awards) granted after December 31, 2010 will vest over a minimum of three years from the grant date. For performance share awards, at least 95% of these awards granted after December 31, 2010 will vest over a minimum of 1 year from the grant date. |
| The Stock Plan now provides for certain vesting acceleration in limited circumstances if a participant is involuntarily terminated other than for cause, or is constructively terminated, in connection with a change in control. |
| The change in control definition in the Stock Plan with respect to a change in ownership of the Company was increased from requiring a 20% to a now 40% change in ownership. |
| Article Fifth of the Original Charter provided that stockholders may adopt, amend or repeal our bylaws only with the affirmative vote of at least eighty percent (80%) of the voting power of all outstanding shares of capital stock. The Amended Charter reduces the shareholder vote required to adopt, amend or repeal our bylaws to a majority of outstanding shares. |
| Article Seventh of the Original Charter included a provision relating to the removal of directors of the Company, which provided that directors may be removed by shareholders only with the affirmative vote of at least eighty percent (80%) of the voting power of all outstanding shares of capital stock. The Amended Charter deletes this provision in its entirety, and therefore the removal of directors by action of shareholders would be governed by the requirements of the Delaware General Corporation Law, which provides that directors may be removed by the holders of a majority of the shares then entitled to vote at an election of directors. Article Seventh was also amended to eliminate transitional provisions relating to the declassification of the Board, which are no longer relevant now that all directors are elected for annual terms. |
| Article Tenth of the Original Charter related to arrangements between the Company and its former parent company, Merck & Co. Inc., and provided that its terms cannot be amended, modified or repealed except by the affirmative vote of holders of at least eighty percent (80%) of the voting power of all outstanding shares. The Amended Charter deletes this provision in its entirety, as no longer pertinent in light of the Companys separation from Merck & Co, Inc. in 2003. |
Broker Non- | ||||||||||||||||
For | Against | Abstain | Votes | |||||||||||||
Howard W. Barker, Jr., CPA
|
275,468,389 | 8,534,011 | 627,391 | 59,175,370 | ||||||||||||
John L. Cassis
|
276,267,119 | 7,399,657 | 963,015 | 59,175,370 | ||||||||||||
Michael Goldstein, CPA
|
259,341,658 | 24,639,720 | 648,413 | 59,175,370 | ||||||||||||
Charles M. Lillis, Ph.D.
|
258,368,108 | 25,619,474 | 642,209 | 59,175,370 | ||||||||||||
Myrtle Potter
|
276,618,783 | 7,371,308 | 639,700 | 59,175,370 | ||||||||||||
William L. Roper, MD, MPH
|
274,096,495 | 9,917,984 | 615,312 | 59,175,370 | ||||||||||||
David B. Snow, Jr.
|
275,793,011 | 8,135,797 | 700,983 | 59,175,370 | ||||||||||||
David D. Stevens
|
272,015,020 | 11,979,032 | 635,739 | 59,175,370 | ||||||||||||
Blenda J. Wilson, Ph.D.
|
282,607,852 | 1,385,105 | 636,834 | 59,175,370 |
Exhibit No. | Description | |||
3.1 |
Amended and Restated Certificate of Incorporation of Medco
Health Solutions, Inc., amended as of May 24, 2011.
|
|||
|
||||
3.2 |
Amended and Restated Bylaws of Medco Health Solutions, Inc.,
amended as of May 24, 2011.
|
|||
|
||||
10.1 |
Amendment to the Employment Agreement with David B. Snow, Jr.
dated May 24, 2011
|
|||
|
||||
10.2 |
Medco Health Solutions, Inc. 2002 Stock Incentive Plan, as
amended and restated as of May 24, 2011.
|
MEDCO HEALTH SOLUTIONS, INC.
|
||||
Date: May 26, 2011 | By: | /s/ Thomas M. Moriarty | ||
Thomas M. Moriarty | ||||
General Counsel, Secretary and Senior
Vice President,
Pharmaceutical Strategies and Solutions |
Exhibit No. | Description | |||
3.1 |
Amended and Restated Certificate of Incorporation of Medco
Health Solutions, Inc., amended as of May 24, 2011.
|
|||
|
||||
3.2 |
Amended and Restated Bylaws of Medco Health Solutions, Inc.,
amended as of May 24, 2011.
|
|||
|
||||
10.1 |
Amendment to the Employment Agreement with David B. Snow, Jr.
dated May 24, 2011
|
|||
|
||||
10.2 |
Medco Health Solutions, Inc. 2002 Stock Incentive Plan, as
amended and restated as of May 24, 2011.
|
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1 Month Medco Chart |
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