FORM 6-K


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Report of Foreign Private Issuer
Pursuant to Rule 13a-16 under
the Securities Exchange Act of 1934


For the month ended December, 2012


ICON plc
(Registrant's name)


0-29714
(Commission file number)


South County Business Park, Leopardstown, Dublin 18, Ireland
(Address of principal executive offices)

Brendan Brennan, CFO
South County Business Park Leopardstown, Dublin 18, Ireland.
Brendan.Brennan@iconplc.com
0011-353-1-291-2000
(Name, telephone number, email and/or facsmile number and address of Company contact person)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

              Yes___X___                                   No_______

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

              Yes______                                    No___X___

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

              Yes______                                    No___X___

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

              Yes_______                                   No___X___

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82      N/A


EXHIBIT LIST

Exhibit

 

Description

 

99.1

ICON plc Press Release issued December 18, 2012.



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.

ICON plc

 
 
 

 

Date:

December 18, 2012

/s/ Brendan Brennan

Brendan Brennan

Chief Financial Officer

Exhibit 99.1

ICON shareholders vote in favour of all resolutions at its Extraordinary General Meeting relating to the proposed conversion to a direct listing of ICON’s shares on NASDAQ

DUBLIN--(BUSINESS WIRE)--December 18, 2012--ICON plc, (NASDAQ:ICLR) (ISIN:IE0005711209), a global provider of outsourced development services to the pharmaceutical, biotechnology and medical device industries, today announced that all resolutions recommended by the Board at the Extraordinary General Meeting (“EGM”) of the Company, held on 17th December 2012, were duly passed by shareholders. These resolutions, relating to the proposed conversion to a direct NASDAQ listing for ICON Shares, were set out in the Notice of the EGM sent to shareholders on 16th November 2012 and are available on the ICON plc website.

Forms of Proxy were received before the meeting, appointing proxies and giving them the following voting instructions:

       

TOTAL NUMBER
OF PROXIES

 

      VOTE FOR      

VOTE
AGAINST

     

VOTE
WITHHELD

   
Resolution Number               Number of Votes       Number of Votes       Number of Votes

1

      53,406,101       53,341,438       246       64,417

2**

     

53,406,101

      53,329,851       3,081       73,169

3**

     

53,406,101

      53,009,922       6,211       389,968

** Special Resolution. All resolutions are ordinary resolutions unless otherwise stated.

Consequently, the date of delisting from the Irish Stock Exchange is expected to be 30th January 2013 and the expected date of the termination of the current ADR programme is 1st February 2013. The direct trading of ICON Shares on NASDAQ is expected to commence on 4th February 2013.

The information contained in this release is as of 18th December 2012. The statements made in this press release may contain forward-looking statements that involve a number of risks and uncertainties. A description of risks and uncertainties relating to ICON and its business can be found in ICON’s Annual Report for the fiscal year ended December 31, 2011 and in the forms filed with the US Securities and Exchange Commission, including the Forms 20-F, F-1, S-8 and F-3. ICON disclaims any intent or obligation to update these forward-looking statements.


About ICON plc:

ICON plc is a global provider of outsourced development services to the pharmaceutical, biotechnology and medical device industries. The company specialises in the strategic development, management and analysis of programs that support clinical development - from compound selection to Phase I-IV clinical studies. With headquarters in Dublin, Ireland, ICON currently, operates from 82 locations in 40 countries and has approximately 9,430 employees. Further information is available at www.iconplc.com.

SOURCE: ICON plc

ICON/ICLR-F

CONTACT:
ICON plc
Investor Relations
1-888-381-7923
or
Brendan Brennan
Chief Financial Officer
+ 353 —1-291-2000
or
Sam Farthing
VP Investor Relations
+ 353 —1-291-2000