BioMarin Pharmaceutical Inc.

06/04/2026 | Press release | Distributed by Public on 06/04/2026 14:24

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2026, BioMarin Pharmaceutical Inc. (BioMarin or the Company) held its 2026 Annual Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, BioMarin's stockholders approved an amendment to the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as amended (the 2017 Plan), to increase the number of shares of BioMarin common stock reserved for issuance thereunder by 7,650,000 shares (the Plan Amendment).
The Plan Amendment previously had been approved, subject to stockholder approval, by the Compensation Committee of BioMarin's Board of Directors. The Plan Amendment became effective immediately upon stockholder approval at the Annual Meeting.
A more detailed summary of the material features of the Plan Amendment is set forth in BioMarin's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 21, 2026 (the Proxy Statement) under the heading "Proposal 4: Approval of an Amendment to the 2017 Equity Incentive Plan." The summary and the foregoing description are qualified in their entirety by reference to the full text of the 2017 Plan, as amended (including by the Plan Amendment), which is attached to the Proxy Statement as Appendix A.
Item 5.07 Submission of Matters to a Vote of Security Holders.
A total of 193,270,028 shares of common stock were entitled to vote as of April 7, 2026, the record date for the Annual Meeting. There were 175,813,292 shares of common stock present in person or represented by proxy at the Annual Meeting at which the stockholders were asked to vote on four proposals, each of which is described in more detail in the Proxy Statement. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.
Proposal 1: Election of Directors
Directors Elected For Against Abstain Broker Non-Votes
Elizabeth M. Anderson 152,826,855 11,325,400 41,995 11,619,042
Barbara W. Bodem 162,832,241 796,989 565,020 11,619,042
Ian T. Clark 144,380,101 19,160,530 653,619 11,619,042
Athena Countouriotis 162,326,065 1,823,399 44,786 11,619,042
Willard Dere 161,112,606 2,973,541 108,103 11,619,042
Mark J. Enyedy 161,113,325 3,032,040 48,885 11,619,042
Alexander Hardy 163,115,633 1,028,506 50,111 11,619,042
Maykin Ho 160,849,437 3,300,117 44,696 11,619,042
Robert J. Hombach 160,262,501 3,342,524 589,225 11,619,042
Timothy P. Walbert 158,544,683 5,554,116 95,451 11,619,042
Based on the votes set forth above, BioMarin's stockholders elected each of the ten nominees set forth above to serve as a director of BioMarin until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the director's death, resignation or removal.
Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm
The ratification of the selection of KPMG LLP as BioMarin's independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth in the Proxy Statement, received the following votes:
For Against Abstain
170,867,335 4,850,526 95,431
Based on the votes set forth above, BioMarin's stockholders ratified the selection of KPMG LLP as BioMarin's independent registered public accounting firm to serve for the year ending December 31, 2026.
Proposal 3: Advisory Vote on the Compensation of Named Executive Officers
The advisory (non-binding) vote to approve the compensation of BioMarin's named executive officers, as set forth in the Proxy Statement, received the following votes:
For Against Abstain Broker Non-Votes
142,742,800 21,287,767 163,683 11,619,042
Based on the votes set forth above, BioMarin's stockholders approved, on an advisory basis, the compensation of BioMarin's named executive officers, as set forth in the Proxy Statement.
Proposal 4: Approval of an Amendment to the 2017 Equity Incentive Plan
The approval of the Plan Amendment received the following votes:
For Against Abstain Broker Non-Votes
158,561,867 5,480,380 152,003 11,619,042
Based on the votes set forth above, BioMarin's stockholders approved the Plan Amendment.
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