Shareholders Re-Elect All Members of Genzyme’s Board of Directors



CAMBRIDGE, Mass.--(BUSINESS WIRE)--Genzyme Corporation (NASDAQ: GENZ) announced that all 10 members of its board of directors were re-elected at its annual meeting of shareholders today. Shareholders also approved all of the company’s proposals, including those regarding equity plans and the employee stock purchase program. In addition, the board voted to appoint three new directors.

Genzyme’s board appointed Dennis M. Fenton, Ph.D., a highly regarded industry leader in manufacturing and 25-year veteran of Amgen Inc., as a director. The appointment fulfills the commitment made by Genzyme as part of its agreement with Relational Investors, LLC to nominate an independent director recommended by Relational with substantial expertise in biopharmaceutical manufacturing and operations. Dr. Fenton, who was executive vice president of operations at Amgen when he retired from the company in 2008, will serve as a member of the board’s Audit and Risk Oversight Committees.

As part of the proxy contest settlement announced last week with Carl C. Icahn, Genzyme’s board also appointed Steven Burakoff, M.D., and Eric Ende, M.D., as directors. Dr. Burakoff is professor of medicine, hematology and medical oncology at the Mount Sinai School of Medicine and director of the Tisch Cancer Institute at the Mount Sinai Medical Center. Dr. Ende is a former biotechnology analyst with Merrill Lynch & Co. Inc. Both Drs. Burakoff and Ende will serve as members of the board’s Risk Oversight Committee; in addition, Dr. Burakoff was appointed to the Compensation Committee and Dr. Ende was appointed to the Audit Committee.

In addition to these three newly appointed directors, the members of Genzyme’s board are:

Henri A. Termeer, Genzyme’s chief executive officer. He has served as chairman of the board since 1988. Mr. Termeer will continue to serve on the board’s Strategic Planning and Capital Allocation Committee, and was also appointed to the Risk Oversight Committee.

Douglas A. Berthiaume, chairman, president and chief executive officer of Waters Corporation. He has served as an independent director since 1988. He will continue to serve as a member of the Compensation Committee and the Nominating and Corporate Governance Committee.

Robert J. Bertolini, who was executive vice president and chief financial officer at Schering-Plough Corp. until its 2009 merger with Merck & Co. Mr. Bertolini, an independent director, was appointed in December 2009. He will continue to serve as chair of the Audit Committee and as a member of the Strategic Planning and Capital Allocation Committee.

Gail K. Boudreaux, executive vice president of United Health Group and president of United Healthcare. Ms. Boudreaux has served as an independent director since 2004. She will continue to serve as chair of the Risk Oversight Committee and as a member of the Audit Committee.

Robert J. Carpenter, president of Boston Medical Investors Inc. Mr. Carpenter has served as a director since 1994 and is the board’s lead independent director. He will continue to serve as a member of the Compensation Committee and the Strategic Planning and Capital Allocation Committee.

Charles L. Cooney, Ph.D., who has served as an independent director since 1983. Dr. Cooney is professor of chemical and biochemical engineering and faculty director for the Deshpande Center for Technological Innovation at the Massachusetts Institute of Technology. He will continue to serve as chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee.

Victor J. Dzau, M.D., chancellor for health affairs at Duke University and president and CEO of the Duke University Health System. Dr. Dzau has served as an independent director since 2000. He will continue to serve as a member of the Compensation Committee and the Risk Oversight Committee.

Senator Connie Mack III, who has served as an independent director since 2001. Senator Mack is a government relations consulting partner at Liberty Partners and a former member of both the U.S. Senate and the U.S. House of Representatives. He will continue to serve as chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee.

Richard F. Syron, Ph.D., adjunct professor of finance at Boston College. Dr. Syron has served as an independent director since 2006. He will continue to serve as a member of the Audit Committee and the Nominating and Corporate Governance Committee.

Ralph V. Whitworth, founder and principal of Relational Investors, LLC. Mr. Whitworth, an independent director, was appointed to the board in April 2010. He will continue to serve as chair of the Strategic Planning and Capital Allocation Committee, and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee.

All 13 members of Genzyme’s board were elected to one-year terms, effective starting today through the 2011 annual meeting of shareholders.

About Genzyme

One of the world's leading biotechnology companies, Genzyme is dedicated to making a major positive impact on the lives of people with serious diseases. Since 1981, the company has grown from a small start-up to a diversified enterprise with more than 12,000 employees in locations spanning the globe and 2009 revenues of $4.5 billion. In 2010, Genzyme was named to the Fortune 500.

With many established products and services helping patients in approximately 100 countries, Genzyme is a leader in the effort to develop and apply the most advanced technologies in the life sciences. The company's products and services are focused on rare inherited disorders, kidney disease, orthopaedics, cancer, transplant and immune disease. Genzyme's commitment to innovation continues today with a substantial development program focused on these fields, as well as cardiovascular disease, neurodegenerative diseases, and other areas of unmet medical need.

Genzyme’s press releases and other company information are available at www.genzyme.com and by calling Genzyme’s investor information line at 1-800-905-4369 within the United States or 1-678-999-4572 outside the United States.

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