UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

EXPRESS SCRIPTS, INC.

DELAWARE		0-20199		43-1420563
(State or Other Jurisdiction of		(Commission File Number)		(I.R.S. Employer
Incorporation or Organization)				Identification No.)

One Express Way, St. Louis, MO				63121
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number including area code: 314-996-0900

No change since last report
(Former Name or Address, if Changed Since Last Report)

 

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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

On May 5, 2010, Express Scripts, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Of the 274,888,321 shares outstanding and entitled to vote, 244,661,350 shares were represented at the meeting, or an 89% quorum. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1. Election of Directors. All of management’s nominees for director were elected to serve until the next Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth in the table below.

														BROKER
NOMINEE		FOR				AGAINST				ABSTAIN				NON-VOTES
Gary G. Benanav			220,775,487				6,648,752				114,508				17,122,603
Frank J. Borelli			224,823,098				2,601,913				113,736				17,122,603
Maura C. Breen			226,664,094				767,625				107,028				17,122,603
Nicholas J. LaHowchic			226,542,990				880,611				115,146				17,122,603
Thomas P. Mac Mahon			226,650,495				775,090				113,162				17,122,603
Frank Mergenthaler			226,611,774				813,791				113,182				17,122,603
Woodrow A. Myers, Jr. M.D.			224,303,940				3,121,949				112,858				17,122,603
John O. Parker, Jr.			226,645,413				779,568				113,766				17,122,603
George Paz			218,668,674				8,715,481				154,592				17,122,603
Samuel K. Skinner			221,912,279				5,445,782				180,686				17,122,603
Seymour Sternberg			215,982,857				11,442,384				113,506				17,122,603
Barrett A. Toan			226,290,026				1,135,583				113,138				17,122,603

Proposal 2. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for 2010 was ratified by the stockholders, by the votes set forth in the table below.

FOR		AGAINST		ABSTAIN
239,377,084		5,136,751		147,515

Proposal 3. A stockholder proposal requesting a report on political contributions was rejected by the stockholders, by the votes set forth in the table below.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
75,598,836		104,415,505		47,524,406		17,122,603

Proposal 4. A stockholder proposal requesting the board adopt an independent board chair policy was rejected by the stockholders, by the votes set forth in the table below.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
36,678,858		190,674,037		185,852		17,122,603

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.

Dated: May 7, 2010