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): June 29, 2023
ALKERMES PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
Ireland |
| 001-35299 |
| 98-1007018 | ||
(State or other jurisdiction |
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| (IRS Employer | ||
of incorporation) |
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Connaught House, 1 Burlington Road | ||||||
Dublin 4, Ireland D04 C5Y6 | ||||||
(Address of principal executive offices) |
Registrant's telephone number, including area code: + 353-1-772-8000
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 (see General Instruction A.2. below):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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, $0.01 par value |
| ALKS |
| Nasdaq Global Select Market |
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 June 29, 2023, at the 2023 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, increase the number of the Company’s ordinary shares authorized for issuance thereunder by 6,500,000 (the plan as so amended, the “2018 Plan”).
The preceding summary is not intended to be complete and is qualified in its 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 June 29, 2023, the Company held its Annual Meeting. Based on the certified voting report provided by the inspector of elections for the Annual Meeting, the final voting results are as follows:
For: | Withheld: | |
Emily Peterson Alva | 133,264,886 | 13,721,892** |
Shane M. Cooke | 109,649,902 | 37,336,876* |
Richard B. Gaynor, M.D. | 85,056,971 | 61,929,807* |
Cato T. Laurencin, M.D., Ph.D. | 132,349,967 | 14,636,811** |
Brian P. McKeon | 133,130,612 | 13,856,166** |
Richard F. Pops | 107,961,225 | 39,025,553* |
Christopher I. Wright, M.D., Ph.D. | 132,681,062 | 14,305,716** |
* Includes more than 13 million votes withheld by dissident shareholder Sarissa Capital Management LP and its affiliates (“Sarissa”).
** Includes more than 13 million votes withheld by dissident shareholder Sarissa. Sarissa cast these votes in a manner contrary to its recommendation, set forth in its proxy statement dated June 2, 2023, that shareholders vote FOR this nominee.
Shareholders did not elect any of the following director nominees nominated by dissident shareholder Sarissa Capital Offshore Master Fund LP, with the votes cast as follows:
For: | Withheld: | |
Patrice Bonfiglio | 32,285,241 | 114,701,537 |
Alexander J. Denner, Ph.D. | 36,173,356 | 110,813,422 |
Sarah J. Schlesinger, M.D. | 68,814,685 | 78,170,621 |
* Includes more than 13 million votes “against” cast by dissident shareholder Sarissa.
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** Includes more than 13 million votes “against” cast by dissident shareholder Sarissa. Sarissa cast these votes in a manner contrary to both its stated voting intent and its recommendation to shareholders as to how to vote on this proposal, each as set forth in its proxy statement dated June 2, 2023.
** Includes more than 13 million votes “against” cast by dissident shareholder Sarissa. Sarissa cast these votes in a manner contrary to both its stated voting intent and its recommendation to shareholders as to how to vote on this proposal, each as set forth in its proxy statement dated June 2, 2023.
** Includes more than 13 million votes “against” cast by dissident shareholder Sarissa. Sarissa cast these votes in a manner contrary to both its stated voting intent and its recommendation to shareholders as to how to vote on this proposal, each as set forth in its proxy statement dated June 2, 2023.
Statements related to Sarissa’s voting set forth in this Item 5.07 are based on information provided by the Company’s advisors, which the Company believes to be reliable.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit No. |
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10.1 |
| Alkermes plc 2018 Stock Option and Incentive Plan, as amended. |
104 |
| 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.
| ALKERMES PLC | ||
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Date: July 5, 2023 | By: |
| /s/ David J. Gaffin |
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| David J. Gaffin |
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| Secretary |
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