UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 12, 2025, Royalty Pharma plc (the “Company”) held its 2025 Annual General Meeting and Special Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on 15 proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2025 (the “Proxy Statement”). There were 493,716,628 shares of the Company’s Class A ordinary shares and Class B ordinary shares, voting as a single class, present or represented by proxy at the Annual Meeting, which represented 85.96% of the combined voting power of the Class A ordinary shares and Class B ordinary shares entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s Class A ordinary shares and Class B ordinary shares were entitled to one vote for each share held as of the record date described in the Proxy Statement. The Company’s inspector of election certified the following vote tabulations:
Proposal 1. To authorize the chairman, if he determines that there are insufficient votes cast in favor of the Internalization Proposal, to adjourn the Annual Meeting to such time and place (which place may include electronic platforms) that he, in his absolute discretion, considers fit, to permit solicitation of additional votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 429,870,979 | 10,759,799 | 119,406 | 52,966,444 |
Proposal 2. To approve (a) the Membership Interest Purchase Agreement and each other transaction document, (b) grant allotment authority for the issuance of (i) additional Class A ordinary shares of the Company sufficient to allow for the exchange of a number of Class B ordinary shares of Royalty Pharma Holdings Ltd. equal to the share consideration and (ii) additional Class B ordinary shares of the Company equal to the share consideration, and (c) adopt amended articles of association of the Company:
| For | Against | Abstain | Broker Non-Votes | |||
| 440,522,948 | 74,301 | 152,935 | 52,966,444 |
Proposal 3. To approve, on a non-binding advisory basis, the compensation that may become payable to the Company’s named executive officers in connection with the Transaction:
| For | Against | Abstain | Broker Non-Votes | |||
| 420,544,944 | 20,056,306 | 148,934 | 52,966,444 |
Proposal 4. To adopt the 2025 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | |||
| 421,957,432 | 18,098,447 | 694,305 | 52,966,444 |
Proposal 5. To approve the terms of the agreements and counterparties pursuant to which the Company may purchase its Class A ordinary shares:
| For | Against | Abstain | Broker Non-Votes | |||
| 427,171,598 | 12,769,237 | 809,349 | 52,966,444 |
Proposal 6. To elect nine directors, each by separate ordinary resolutions, to the Company’s Board of Directors to serve until the 2026 Annual General Meeting of Shareholders:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Pablo Legorreta |
418,582,710 | 22,097,928 | 69,546 | 52,966,444 | ||||
| Henry Fernandez |
436,765,409 | 3,917,789 | 66,986 | 52,966,444 | ||||
| Bonnie Bassler, Ph.D. |
435,725,056 | 4,959,621 | 65,507 | 52,966,444 | ||||
| Vlad Coric, M.D. |
438,209,798 | 2,473,998 | 66,388 | 52,966,444 | ||||
| Errol De Souza, Ph.D. |
431,649,202 | 9,034,000 | 66,982 | 52,966,444 | ||||
| Catherine Engelbert |
437,305,929 | 3,379,451 | 64,804 | 52,966,444 | ||||
| David Hodgson |
430,015,002 | 10,669,269 | 65,913 | 52,966,444 | ||||
| Ted Love, M.D. |
408,610,518 | 31,393,111 | 746,555 | 52,966,444 | ||||
| Gregory Norden |
429,848,858 | 10,832,657 | 68,669 | 52,966,444 |
Proposal 7. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||
| 403,157,465 | 36,842,162 | 750,557 | 52,966,444 |
Proposal 8. To ratify the appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm:
| For | Against | Abstain | ||||
| 493,521,988 | 116,396 | 78,244 |
There were no broker non-votes on this proposal.
Proposal 9. To approve receipt of the Company’s U.K. statutory accounts together with the Company’s U.K. statutory reports, including the directors’ report, the strategic report, the directors’ remuneration report and the auditors’ report for the fiscal year ended December 31, 2023 (“U.K. Annual Report and Accounts”):
| For | Against | Abstain | ||||
| 493,059,166 | 98,388 | 559,074 |
There were no broker non-votes on this proposal.
Proposal 10. To approve, the Company’s U.K. directors’ remuneration policy, included in U.K. directors’ remuneration report contained in the U.K. Annual Report and Accounts:
| For | Against | Abstain | Broker Non-Votes | |||
| 398,711,622 | 41,343,662 | 694,900 | 52,966,444 |
Proposal 11. To approve, on a non-binding advisory basis, the Company’s U.K. directors’ remuneration report in the U.K. Annual Report and Accounts:
| For | Against | Abstain | Broker Non-Votes | |||
| 400,460,685 | 40,156,539 | 132,960 | 52,966,444 |
Proposal 12. To re-appoint Ernst & Young Chartered Accountants as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting of shareholders at which the U.K. annual report and accounts are presented to shareholders:
| For | Against | Abstain | ||||
| 493,516,330 | 112,512 | 87,786 |
There were no broker non-votes on this proposal.
Proposal 13. To authorize the Board of Directors to determine the remuneration of the Company’s U.K. statutory auditor:
| For | Against | Abstain | Broker Non-Votes | |||
| 439,898,126 | 775,671 | 76,387 | 52,966,444 |
Proposal 14. To authorize the Board of Directors to allot shares:
| For | Against | Abstain | Broker Non-Votes | |||
| 422,290,988 | 17,779,779 | 679,417 | 52,966,444 |
Proposal 15. To authorize the Board of Directors to allot shares without rights of pre-emption:
| For | Against | Abstain | Broker Non-Votes | |||
| 406,273,297 | 33,785,707 | 691,180 | 52,966,444 |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ROYALTY PHARMA PLC | ||||||||
| Date: May 12, 2025 | By: | /s/ George Lloyd |
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| George Lloyd | ||||||||
| Chief Legal Officer | ||||||||