- Report of Foreign Issuer (6-K)
10 June 2010 - 5:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of June 2010
001-33444
(Commission
File Number)
Eurand
N.V.
(Exact
Name of Registrant as Specified in Its Charter)
Not
Applicable
(Translation
of registrant’s name into English)
Olympic
Plaza
Fred.
Roeskestraat 123
1076
EE Amsterdam, The Netherlands
(Address
of principal corporate office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F: Form 20-F [X] Form 40-F
[ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): [ ]
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes
[ ] No [X]
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Submission
of Matters to a Vote of Security Holders.
Eurand N.V.
held its annual meeting of shareholders (“
AGM
”) on June 9, 2010. There
were 37,628,999 ordinary shares voted, out of a total number of 47,890,396
ordinary shares issued and outstanding and entitled to vote at the
AGM. The results of the votes were as follows:
|
|
Number
of Ordinary Shares
|
Proposal
|
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
1
|
Proposal
to adopt the Company’s Annual Accounts for the financial year
2009
|
37,522.448.00
|
266.00
|
106,285.00
|
0.00
|
2
|
Proposal
to review the Company’s Reservation and Dividend Policy (and affirm that
no dividends will be paid)
|
32,778,835.00
|
27,003.00
|
4,818,634.00
|
4,527.00
|
3
|
Proposal
to grant a discharge to the directors in respect of their management
during the previous financial year
|
37,350,512.00
|
167,153.00
|
106,806.00
|
4,528.00
|
4
|
Proposal
to re-appoint Ernst & Young to serve as the Company’s independent
auditor for the year ending December 31, 2010
|
37,517,511.00
|
1,115.00
|
105,846.00
|
4,527.00
|
5
|
Proposal
to increase the number of shares issuable under the Company’s Equity
Compensation Plan
|
32,310,803.00
|
4,480,852.00
|
21,739.00
|
815,605.00
|
6
|
Proposal
to authorize to the board of directors (“Board”) to issue shares, to grant
rights to acquire shares and to exclude or restrict pre-emptive
rights;
|
30,894,773.00
|
5,896,882.00
|
21,739.00
|
815,605.00
|
7
|
Proposal
to authorize the Company to acquire shares in its own
capital
|
30,966,820.00
|
5,824,835.00
|
21,739.00
|
815,605.00
|
8
|
Proposal
to re-appoint two non-executive directors ‘B’, Mr. Rolf Classon and Mr.
Angelo Malahias to the Board ,for a term of four years
|
36,513,849.00
|
291,706.00
|
7,839.00
|
815,605.00
|
9
|
Proposal
to approve the grant of stock options to the non-executive directors for
2010
|
32,417,897.00
|
4,387,858.00
|
7,639.00
|
815,605.00
|
10
|
Proposal
to approve the compensation of the non-executive directors for
2010
|
36,786,966.00
|
4,539.00
|
21,889.00
|
815,605.00
|
The
information in this report shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 (the “
Exchange Act
”) or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange
Act.
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.
Date: June
9, 2010
|
EURAND
N.V.
|
|
|
|
|
By:
|
/s/
Manya S. Deehr
|
|
|
Manya
S. Deehr
|
|
|
Chief
Legal Officer & Secretary
|
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