form6k.htm
 

 
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 2011

Commission File Number 001-13896

Elan Corporation, plc
(Translation of registrant's name into English)
 
Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
 
Form 20-F
   x
  Form 40-F o

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):
 
Yes
   o
No x

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
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):
 
Yes
   o
No x

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes
   o
No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
 


 
 
 


This Report of Foreign Issuer on Form 6-K is incorporated by reference into the Post-Effective Amendments on Forms F-3 and S-8 to the Registration Statement on Form F-3 of Elan Corporation, plc (Registration No. 333-100252), and the Registration Statements on Form S-8 of Elan Corporation, plc (Registration Nos. 333-100556, 333-07361, 333-121021, 333-135184, 333-135185 and 333-154573).
 


 
 
 


Elan Corporation, plc Annual General Meeting (“AGM”) 2011
 
Proxy Voting on Resolutions
 
Details of votes lodged by proxy on each of the resolutions proposed at the AGM held on 26 May 2011, as disclosed at the AGM under the provisions of the UK Corporate Governance Code.
 
No.
Resolution
Total Voted (1)
Vote For
Vote Against
Vote Withheld(2)
1
To receive and consider the financial statements for the year ended 31 December 2010 together with the reports of the Directors and Auditors thereon.
383,088,478
379,181,535
3,362,323
720,174
2
To elect Mr. Robert Ingram who retires from the Board in accordance with the requirements of the Articles of Association.
383,457,429
358,740,855
24,171,954
351,220
3
To re-elect Mr. Giles Kerr who retires from the Board by rotation in accordance with the requirements of the Articles of Association.
383,426,355
357,741,423
25,140,312
382,294
4
To re-elect Mr. Kieran McGowan who retires from the Board in accordance with the requirements of the Combined Code.
382,581,298
330,598,990
51,437,688
1,227,352
5
To re-elect Mr. Kyran McLaughlin who retires from the Board in accordance with the requirements of the Combined Code.
383,470,472
326,816,288
56,109,564
330,922
6
To re-elect Dr. Dennis Selkoe who retires from the Board in accordance with the requirements of the Combined Code.
383,463,709
349,288,005
33,631,084
344,940
7
To authorise the Directors to fix the remuneration of the Auditors.
383,446,430
377,567,385
5,334,425
362,219
8
To authorise the Directors to allot and issue relevant securities.
383,377,803
350,790,874
32,042,309
430,848
9
To authorise the disapplication of pre-emption rights.
383,175,254
369,021,390
13,609,244
633,396
10
To authorise the Company to make market purchases of its own shares.
383,558,291
377,840,008
5,173,663
250,361
11
To set the re-issue price range for treasury shares.
383,168,261
369,399,648
13,223,993
640,390
12
To authorise a 14 day notice period for Extraordinary General Meetings.
383,310,203
345,327,744
37,437,839
498,448
 
(1)
The total number of shares in respect of which proxy appointments have been validly made includes votes for, against, and discretionary proxies.
(2)
A ‘vote withheld’ is not a vote in law and is not counted in the calculation of the outcome of the resolutions.


 
 
 


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.
 
ELAN CORPORATION, PLC
 
 
By:  /s/ William F. Daniel
       William F. Daniel
       EVP, Company Secretary

Date: June 7, 2011