Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment of 2003 Equity Incentive Plan On September 16, 2008, at its Annual Meeting of Shareholders (the "2008 Annual Meeting"), the Registrant's shareholders approved an amendment to the Registrant's 2003 Equity Incentive Plan (the "Plan"). The amendment increased from 5,900,000 to 6,800,000 the aggregate number of shares of the Registrant's Common Stock authorized for issuance and available for award as incentive stock options under the Plan. The Registrant's board of directors previously approved the amendment to the Plan on July 28, 2008, subject to shareholder approval at the 2008 Annual Meeting. The Plan, as amended, is included in the Proxy Statement for the 2008 Annual Meeting that the Registrant filed with the Securities and Exchange Commission on August 13, 2008.
Section 8 - Other Events.
Item 8.01. Other Events.
Amendment of 1993 Employee Stock Purchase Plan At the 2008 Annual Meeting, the Registrant's shareholders also approved an amendment to the Registrant's 1993 Employee Stock Purchase Plan (the "ESPP"). That amendment increased from 3,000,000 to 3,500,000 the aggregate number of shares of the Registrant's common stock authorized for issuance under the ESPP. Submission of Matters to a Vote of Security Holders At the 2008 Annual Meeting, the following individuals were elected to serve as members of our Board of Directors until the next Annual Meeting of Shareholders or until their successors are elected and have qualified:

FOR WITHHELD Stephen S. Schwartz, PhD. 32,581,140 10,157,544 Stanley Grubel 31,824,721 10,913,963 Robert A. McNamara 32,605,090 10,133,594 Anthony E. Santelli 30,001,384 12,737,300 William Simon 32,625,155 10,113,529 Walter W. Wilson 31,825,085 10,913,599

Each of the other proposals presented at the Annual Meeting was approved as follows:
To approve the above-described amendment to the 2003 Equity Incentive Plan:

FOR AGAINST ABSTAIN NO-VOTE 16,231,647 12,058,811 121,077 14,327,149

To approve the above-described amendment to the 1993 Employee Stock Purchase Plan:

FOR AGAINST ABSTAIN NO-VOTE 20,166,404 8,138,154 106,977 14,327,149

To ratify the selection of PricewaterhouseCoopers, LLP as the Registrant's independent registered public accounting firm for the fiscal year ending March 31, 2009:

FOR AGAINST ABSTAIN 39,241,124 2,970,716 526,844

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