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): September 23, 2021

JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland

001-33500

98-1032470

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

Fifth Floor, Waterloo Exchange,

Waterloo Road, Dublin 4, Ireland D04 E5W7

(Address of principal executive offices, including zip code)

011-353-1-634-7800

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary shares, nominal value $0.0001 per share

JAZZ

The Nasdaq Stock Market LLC

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).

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 5.07 Submission of Matters to a Vote of Security Holders.

On September 23, 2021, Jazz Pharmaceuticals plc (the “Company”) held an extraordinary general meeting of its shareholders, or EGM, at the Company’s corporate headquarters located at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland. The EGM was held for two proposals, both of which are described in more detail in the Company’s definitive proxy statement on Schedule14A as filed with the SEC on August 30, 2021. The results of the matters presented at the EGM, based on the presence in person or by proxy of holders of 49,842,702 of the 61,363,973 ordinary shares entitled to vote, are described below.

Proposal 1

Proposal 1 was to grant the board of directors authority under Irish law to allot and issue ordinary shares for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply. This proposal required the affirmative vote of 75% of the votes cast on the proposal and was approved as follows:


For	Against	Abstain	Broker Non-Votes
49,570,440	253,301	18,961	—

Proposal 2

Proposal 2 was to approve any motion to adjourn the EGM, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the EGM to approve Proposal 1. As no motion to adjourn the EGM was made, Proposal 2 was not put to a vote of the shareholders at the EGM.

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.


JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY

By:		/s/ Neena M. Patil
Name:		Neena M. Patil
Title:		Chief Legal Officer and SVP, Legal and Corporate Affairs

Date: September 23, 2021

Jazz Pharmaceuticals plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders