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BIOSCRIP, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure

May 14, 2014



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2014, at the 2014 Annual Meeting of Stockholders (the "Annual Meeting") of BioScrip, Inc. (the "Company"), the Company's stockholders approved the proposed amendments to the BioScrip, Inc. 2008 Equity Incentive Plan (the "Plan"), as previously described in the Company's 2014 definitive proxy materials, to (i) increase by 2,500,000 the number of authorized shares of the Company's common stock available for issuance under the Plan, and (ii) clarify that cash dividends or dividend equivalents may not be paid to holders of unvested restricted stock units, restricted stock grants and performance units until such awards are vested and non-forfeitable. The Company's stockholders also re-approved at the Annual Meeting the material terms of the performance goals that are a part of the Plan, as previously described in the Company's 2014 definitive proxy materials. The amendments to the Plan and material terms of the performance goals had been previously approved, subject to stockholder approval, by the Company's Board of Directors (the "Board"). The amendments to the Plan became effective immediately upon stockholder approval at the Annual Meeting. The material terms of the Plan, as amended and restated, are summarized in the Company's 2014 definitive proxy materials filed with the Securities and Exchange Commission (collectively, the "Proxy Materials"), and are incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the text of the Plan, as amended and restated, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

At the Annual Meeting, the stockholders of the Company (i) elected ten directors to serve for one-year terms, (ii) approved by an advisory non-binding vote the compensation paid to the Company's named executive officers, (iii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014, and (iv) as described above, approved amendments to the Plan and re-approved the material terms of the performance goals that are a part of the Plan. The proposals are described in detail in the Proxy Materials.

On March 19, 2014, the record date for the Annual Meeting, 68,191,587 shares of the Company's common stock were issued and outstanding, of which 62,084,009 were present at the Annual Meeting for purposes of establishing a quorum. The final results for the votes regarding each proposal are set forth below.

1. Election of ten directors, as set forth in the Proxy Materials, to each serve a one-year term expiring at the conclusion of the Company's 2015 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified: Votes Votes Name FOR Withheld Richard M. Smith 50,299,912 402,804 Charlotte W. Collins 48,040,817 2,661,899 Samuel P. Frieder 50,194,850 507,866 Myron Z. Holubiak 48,394,942 2,307,774 David R. Hubers 50,198,602 504,114 Yon Y. Jorden 50,163,494 539,222 Tricia H. Nguyen 50,244,158 418,558 Richard L. Robbins 48,262,577 2,440,139 Stuart A. Samuels 50,197,538 505,178 Gordon H. Woodward 48,490,166 2,212,550



In addition, there were 11,381,293 broker non-votes for the election of directors.

2. Approval, by advisory vote on a non-binding basis, of the compensation paid to the Company's named executive officers:

Votes Votes Broker FOR AGAINST Abstentions Non-Votes 46,538,847 833,868 3,330,001 11,381,293



3. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014:

Votes Votes FOR AGAINST Abstentions 59,552,661 2,511,139 20,209



4. Approval of amendments to the Plan to (i) increase by 2,500,000 the number of authorized shares of the Company's common stock available for issuance under the Plan, and (ii) clarify that cash dividends or dividend equivalents may not be paid to holders of unvested restricted stock units, restricted stock grants and performance units until such awards are vested and non-forfeitable, and re-approval of the material terms of the performance goals that are a part of the Plan:

Votes Votes Broker FOR AGAINST Abstentions Non-Votes 36,364,258 14,266,565 71,893 11,381,293



Item 7.01. Regulation FD Disclosure.

On May 14, 2014, the Company issued a press release announcing the election at the Annual Meeting of Yon Y. Jorden as a new member of the Board (the "Press Release"). A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly provided by specific reference in such filing.


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Source: Edgar Glimpses


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