Item 5.07 Submission of Matters to a Vote of Security Holders.
Albany Molecular Research, Inc. (the “Company”)
held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on May 31, 2017. The stockholders of the Company
considered and acted upon the following proposals:
Proposal 1. Election of Directors
By the vote reflected below, the stockholders elected each of
the following individuals to serve as Class I directors until the 2020 annual meeting of stockholders and until his successor is
duly elected and qualified or until his earlier resignation or removal:
Director Nominee
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For
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Withheld
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Broker Non-
Votes
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Kenneth P. Hagen
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32,224,807
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2,944,216
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3,383,317
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Anthony J. Maddaluna
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31,670,048
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3,498,975
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3,383,317
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Proposal 2. Ratification of Selection of Independent
Registered Public Accounting Firm
The appointment of KPMG LLP as the Company’s independent
registered public accounting firm for the 2017 fiscal year was ratified. The results of the voting included 36,194,966
votes for the proposal, 156,598 votes against the proposal and 2,200,776 votes abstained from voting on the proposal. There were
no broker non-votes on the proposal.
Proposal 3. Approval of the Company’s Fifth Amended
2008 Stock Option and Incentive Plan
The Company’s Fifth Amended 2008 Stock Option and Incentive
Plan was approved. The results of the voting included 32,544,451 votes for the proposal, 413,698 votes against the proposal
and 2,210,874 votes abstained from voting on the proposal. There were 3,383,317 broker non-votes on the proposal.
Proposal 4. Approval of the Company’s Fourth Amended
1998 Employee Stock Purchase Plan
The Company’s Fourth Amended 1998 Employee Stock Purchase
Plan was approved. The results of the voting included 32,877,710 votes for the proposal, 104,785 votes against the proposal
and 2,186,528 votes abstained from voting on the proposal. There were 3,383,317 broker non-votes on the proposal.
Proposal 5. Advisory Vote Regarding Compensation of the Company’s
Named Executive Officers
The stockholders approved, on an advisory, non-binding basis,
the compensation paid to the Company’s named executive officers, as disclosed in the definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on April 19, 2017 relating to the Annual Meeting. The results of the voting
included 32,513,353 votes for the proposal, 437,730 votes against the proposal and 2,217,940 votes abstained from voting on the
proposal. There were 3,383,317 broker non-votes on the proposal.
Proposal 6. Advisory Vote on Frequency of Future Advisory
Votes on Compensation of the Company’s Named Executive Officers
By the vote reflected below, the stockholders approved, on an
advisory, non-binding basis, that the frequency of future advisory votes on compensation paid to the named executive officers of
the Company be every year.
1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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30,693,579
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260,191
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2,020,825
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2,194,428
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3,383,317
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After taking into consideration the foregoing voting results
and the prior recommendation of the Board of Directors of the Company (the “Board”) that future advisory votes on compensation
paid to the named executive officers of the Company be held every year, the Board has determined that the Company will hold such
future advisory votes every year until the next advisory vote on the frequency of such votes.