Alkermes plc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 31, 2024, at the 2024 annual general meeting of shareholders (the “Annual Meeting”) of Alkermes plc (the “Company”), the Company’s shareholders approved amendments to the Alkermes plc 2018 Stock Option and Incentive Plan to, among other things, (i) increase the number of the Company’s ordinary shares authorized for issuance thereunder by 6,300,000 and (ii) revise the treatment of awards granted under the plan on or after the date of the Annual Meeting upon the occurrence of a Sale Event (as defined in the plan) (the plan as so amended, the “2018 Plan”).
The principal features of the 2018 Plan are summarized on pages 62-66 of the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 15, 2024. That summary and the foregoing description are not intended to be complete and are qualified in their entirety by reference to the full text of the 2018 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 31, 2024, the Company held its Annual Meeting. The final voting results for the Annual Meeting are as follows:
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For: |
Against: |
Abstain: |
Broker Non-Votes: |
Emily Peterson Alva |
148,878,083 |
3,728,150 |
52,191 |
7,087,756 |
Shane M. Cooke |
150,519,525 |
2,079,549 |
59,350 |
7,087,756 |
David A. Daglio, Jr. |
150,505,739 |
2,089,011 |
63,674 |
7,087,756 |
Richard B. Gaynor, M.D. |
149,041,351 |
3,555,861 |
61,212 |
7,087,756 |
Cato T. Laurencin, M.D., Ph.D. |
146,576,835 |
5,878,419 |
203,170 |
7,087,756 |
Nancy S. Lurker |
151,735,161 |
867,602 |
55,661 |
7,087,756 |
Brian P. McKeon |
150,954,383 |
1,645,383 |
58,658 |
7,087,756 |
Richard F. Pops |
145,600,915 |
6,558,087 |
499,422 |
7,087,756 |
Nancy L. Snyderman, M.D. |
145,302,464 |
7,288,913 |
67,047 |
7,087,756 |
Frank Anders Wilson |
149,588,895 |
3,012,367 |
57,162 |
7,087,756 |
Christopher I. Wright, M.D., Ph.D. |
146,591,491 |
5,871,999 |
194,934 |
7,087,756 |
Based on these results, and consistent with the recommendation of the Company’s board of directors (the “Board”), the Company intends to hold advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next advisory vote on the frequency of holding such advisory votes on executive compensation is held.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit No. |
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Description |
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10.1 |
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Alkermes plc 2018 Stock Option and Incentive Plan, as amended. |
104 |
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Cover page interactive data file (embedded within the Inline XBRL document). |
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SIGNATURE
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.
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ALKERMES PLC |
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Date: May 31, 2024 |
By: |
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/s/ David J. Gaffin |
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David J. Gaffin |
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Secretary |
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