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BIOMARIN PHARMACEUTICAL INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 10, 2014



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

Amendments to 2006 Employee Stock Purchase Plan

On June 4, 2014, at the 2014 Annual Meeting of the Stockholders (the "Annual Meeting") of BioMarin Pharmaceutical Inc. ("BioMarin" or the "Company"), BioMarin's stockholders approved amendments to the Company's Amended and Restated 2006 Employee Stock Purchase Plan (the "2006 ESPP") to: (i) increase the aggregate number of shares of the Company's common stock, par value $0.001 per share ("Common Stock"), authorized for issuance under the 2006 ESPP from 2,500,000 to 3,500,000 shares; and (ii) extend the term of the 2006 ESPP to May 2, 2018.

The amendments to the 2006 ESPP had been previously approved, subject to stockholder approval, by the Board of Directors of BioMarin. The amendments to the 2006 ESPP became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the 2006 ESPP is set forth in BioMarin's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 22, 2014 (the "Proxy Statement"). That summary and the foregoing description are qualified in their entirety by reference to the text of the 2006 ESPP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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

On June 4, 2014, BioMarin held the Annual Meeting at the Cavallo Point Lodge, 601 Murray Circle, Fort Baker, Sausalito, CA. A total of 145,898,520 shares of Common Stock were entitled to vote as of April 7, 2014, the record date for the Annual Meeting. There were 133,214,373 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 (4) 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

Broker Directors Elected Vote For Withheld Non-Votes Jean-Jacques BienaimÉ 120,238,424 4,749,465 8,226,484 Kenneth M. Bate 115,276,379 9,711,510 8,226,484 Michael Grey 124,506,772 481,117 8,226,484 Elaine J Heron, Ph.D. 124,108,548 879,341 8,226,484 Pierre Lapalme 123,171,342 1,816,547 8,226,484 V. Bryan Lawlis, Ph.D. 124,470,524 517,365 8,226,484 Richard A. Meier 124,509,924 477,965 8,226,484 Alan J. Lewis 112,687,917 12,299,972 8,226,484 Dennis J. Slamon, M.D., Ph.D. 124,688,185 299,704 8,226,484 William D. Young 122,668,651 2,319,238 8,226,484



Based on the votes set forth above, each of the ten nominees set forth above was duly elected to serve as a director of BioMarin for a one year term, or until his or her respective successor has been duly elected and qualified at the next annual meeting of stockholders of BioMarin.

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Proposal 2. Vote on the Amendments to the 2006 Employee Stock Purchase Plan

The vote to approve amendments to the 2006 ESPP, as set forth in the Proxy Statement, received the following votes:

Broker For Against Abstain Non-Votes 124,272,924 521,620 193,345 8,226,484



Based on the votes set forth above, the amendments to the 2006 ESPP, as set forth in the Proxy Statement, were approved by the stockholders.

Proposal 3. Advisory Vote on the Compensation of the Company's 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: Broker For Against Abstain Non-Votes 110,051,643 14,725,509 210,737 8,226,484



Based on the votes set forth above, the compensation of BioMarin's named executive officers, as set forth in the Proxy Statement, was approved in an advisory vote by the stockholders.

Proposal 4: 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, 2014 received the following votes:

For Against Abstain 132,345,005 657,499 211,869



Based on the votes set forth above, the selection of KPMG LLP as BioMarin's independent registered public accounting firm to serve for the year ending December 31, 2014 was duly ratified by the stockholders.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. Number Description 10.1 BioMarin Pharmaceutical Inc. Amended and Restated 2006 Employee Stock Plan, as adopted on June 21, 2006 and as amended on March 5, 2014.



Management contract or compensatory plan or arrangement.

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Source: Edgar Glimpses


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