BMRN Biomarin Pharmaceutical Inc - 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.