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Cumberland Pharmaceuticals Inc. (Form: 8-K)  

 

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

     
Date of Report (Date of Earliest Event Reported):   April 20, 2010

Cumberland Pharmaceuticals Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Tennessee 001-33637 62-1765329
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2525 West End Avenue, Suite 950, Nashville, Tennessee   37203
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (615) 255-0068

Not Applicable
______________________________________________
Former name or former 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:

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

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

On April 20, 2010, the annual meeting of shareholders of Cumberland Pharmaceuticals Inc. (the "Company") was held in Nashville, Tennessee. The following matters were voted upon and approved by the Company's shareholders:

(1) the election of five members to the Board of Directors and

(2) the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm.

At the meeting, A.J. Kazimi (12,340,593 votes for, 1,709,376 votes withheld and 1,495,646 broker non-votes), Martin E. Cearnal (11,538,722 votes for, 2,511,247 votes withheld and 1,495,646 broker non-votes) and Gordon R. Bernard (12,174,693 votes for, 1,875,276 votes withheld and 1,495,646 broker non-votes) were each elected to serve as a member of the Board of Directors until the 2013 annual meeting of shareholders. Jonathan Griggs (12,206,485 votes for, 1,843,484 votes withheld and 1,495,646 broker non-votes) was elected to serve as a member of the Board of Directors until the 2011 annual m eeting of shareholders. James Jones (13,897,108 votes for, 152,861 votes withheld and 1,495,646 broker non-votes) was elected to serve as a member of the Board of Directors until the 2012 annual meeting of shareholders.

In addition to the election of directors, the shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm (15,481,781 votes for, 31,297 votes against and 32,537 votes abstained).





Item 8.01 Other Events.

On April 20, 2010, the Company issued a press release announcing the election of Gordon R. Bernard, M.D., Jonathan Griggs and James Jones to the Board of Directors. Previously, Dr. Bernard served as Senior Vice President and Medical Director of the Company and Mr. Griggs served as a member of the Company's Pharmaceutical Advisory Board. A copy of the press release is furnished as Exhibit 99.1.





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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 hereunto duly authorized.

         
    Cumberland Pharmaceuticals Inc.
          
April 23, 2010   By:   David L. Lowrance
       
        Name: David L. Lowrance
        Title: Chief Financial Officer

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press release dated April 20, 2010.
EX-99.1

CUMBERLAND PHARMACEUTICALS ADDS THREE TO BOARD

WITH NEW ELECTIONS AT ANNUAL SHAREHOLDER MEETING

NASHVILLE, Tenn., April 20, 2010 – Shareholders of Cumberland Pharmaceuticals Inc. (NASDAQ:CPIX) today elected Gordon R. Bernard, M.D., Jonathan Griggs, and James Jones as new members of the company’s Board of Directors at its annual meeting. Directors A.J. Kazimi and Martin E. Cearnal were also re-elected.

Gordon Bernard, M.D. is Assistant Vice-Chancellor for Research at Vanderbilt University and Medical Director of Vanderbilt’s Institutional Review Board. He is also the Melinda Owen Bass Professor of Medicine of Vanderbilt’s Division of Allergy, Pulmonary and Critical Care Medicine. Dr. Bernard is internationally renowned for his contributions to clinical research, particularly in the area of critical care medicine. He has served as the Steering Committee Chair for the National Institutes of Health’s Acute Respiratory Distress Syndrome Clinical Trials Network since 1994. Dr. Bernard moves to the board from his previous role as Cumberland’s Medical Director, a position he has held since the company’s inception in 1999.

Jonathan Griggs is a pharmaceutical industry veteran with more than 40 years of experience. He spent 23 years at Warner Lambert Corporation where he served as Vice President of Human Resources, providing leadership during the company’s integration of three pharmaceutical companies into what became Parke Davis. Since 1992, he has served as CEO of Griggs & Associates, a management and human resources consulting firm providing assistance to a variety of healthcare and other companies. Mr. Griggs has been a member of Cumberland’s pharmaceutical advisory board since 1999.

James Jones spent 35 years in professional accounting at KPMG LLP, culminating in his role as Managing Partner for the company’s middle Tennessee operations from 1999 until his retirement in 2006. During his tenure with KPMG, Mr. Jones let a team of more than 100 individuals providing accounting services for an extensive client base. Following his retirement Mr. Jones has served as advisor to several KPMG client companies, including a role as interim CEO for one organization. He currently serves on the board of Aegis Sciences Corporation, a federally certified forensic toxicology laboratory, where he also chairs the audit committee.

“We are honored to welcome these highly qualified individuals to our board of directors,” said A.J. Kazimi, Chief Executive Officer of Cumberland Pharmaceuticals. “Each brings significant experience in an area critical to our company’s continued growth and success, and we know Cumberland will benefit from their guidance.”

Mr. Kazimi, who has served as Cumberland’s Chief Executive Officer since inception, also was re-elected along with the company’s Chief Commercial Officer Martin Cearnal. The company’s other directors include Thomas R. Lawrence, Robert G. Edwards, M.D. and Dr. Lawrence W. Greer.

SOURCE: Cumberland Pharmaceuticals Inc.

About Cumberland Pharmaceuticals

Cumberland Pharmaceuticals Inc. is a Tennessee-based specialty pharmaceutical company focused on the acquisition, development and commercialization of branded prescription products. The Company’s primary target markets include hospital acute care and gastroenterology. Cumberland markets Acetadote® for the treatment of acetaminophen poisoning and Kristalose®, a prescription laxative. The Company also recently launched Caldolor®, the first injectable treatment for pain and fever available in the United States. Cumberland is dedicated to providing innovative products which improve quality of care for patients. For more information on Cumberland Pharmaceuticals, please visit www.cumberlandpharma.com.

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Investor Contact:
Angela Novak
Cumberland Pharmaceuticals
615-255-0068
investors@cumberlandpharma.com

Media Contact:
Rebecca Kirkham
Lovell Communications
615-297-7766
lovell@lovell.com