Form 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): May 3, 2018 (May 2, 2018)

 

 

ALLERGAN PLC

(Exact Name of Registrant as Specified in Charter)

 

 

 

Ireland   001-36867   98-1114402

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Clonshaugh Business and Technology Park

Coolock, Dublin, D17 E400, Ireland

(Address of Principal Executive Offices)

(862) 261-7000

(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 (see General Instruction A.2. below):

   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))

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 May 2, 2018, Allergan plc (the “Company” or “Allergan”) held its 2018 Annual General Meeting of Shareholders (the “AGM”) in Dublin, Ireland. There were 345,732,436 ordinary shares of Allergan outstanding as of March 6, 2018, the record date for the AGM. A quorum was present at the AGM.

At the AGM, the Company’s shareholders voted on six of a total of six proposals, as described below.

 

  1. Election of Directors:

The following directors were individually elected as members of the Board of Directors (the “Board”) to hold office until the 2019 Annual General Meeting of Shareholders or until each of their respective successors is duly elected and qualified, with voting results as follows:

 

     For    Against    Abstain    Broker Non-Votes

Nesli Basgoz, M.D.

   265,815,490      1,952,405       798,395    29,038,648

Paul M. Bisaro

   249,462,240    18,306,050       798,000    29,038,648

Joseph H. Boccuzi

   265,736,105      2,021,851       808,334    29,038,648

Christopher W. Bodine

   262,714,911      2,724,650    3,126,729    29,038,648

Adriane M. Brown

   266,372,468      1,388,625       805,197    29,038,648

Christopher J. Coughlin

   265,468,705      2,290,002       807,583    29,038,648

Carol Anthony (John) Davidson

   266,363,637      1,400,969       801,684    29,038,648

Catherine M. Klema

   257,056,990    10,714,600       794,700    29,038,648

Peter J. McDonnell, M.D.

   265,568,259      2,195,319       802,712    29,038,648

Patrick J. O’Sullivan

   266,048,542      1,701,284       816,464    29,038,648

Brenton L. Saunders

   259,808,629      7,716,594    1,041,067    29,038,648

Fred G. Weiss

   259,567,917      8,194,279       804,094    29,038,648

 

  2. Advisory Vote on the Compensation of Named Executive Officers:

The Company’s shareholders voted to approve, in a non-binding vote, the compensation of the Company’s Named Executive Officers, as such compensation was described in the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Company’s 2018 Proxy Statement dated March 23, 2018, with voting results as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

242,807,743

  24,623,517   1,135,030   29,038,648

 

  3. Ratification of the Appointment of PricewaterhouseCoopers LLP:

The Company’s shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 and authorized, in a binding vote, the Board, acting through its Audit and Compliance Committee, to determine PricewaterhouseCoopers LLP’s remuneration, with voting results as follows:

 

For

 

Against

 

Abstain

290,656,005

  6,325,494   623,439


  4. Renewal of the Authority of the Directors to Issue Shares:

The Company’s shareholders voted to approve the resolution to renew the Board’s authority to issue shares, with voting results as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

285,499,044

  10,641,965   1,463,929   0

 

  5A. Renewal of the Authority of the Directors to Issue Shares for Cash Without First Offering Shares to Existing Shareholders:

The Company’s shareholders voted to approve the special resolution to renew the Board’s authority to issue shares for cash without first offering those shares to existing shareholders, with voting results as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

253,432,407

  14,414,234   719,649   29,038,648

 

  5B. Renewal of the Authority of the Directors to Allot New Shares up to an Additional 5% for Cash in Connection with an Acquisition or Other Capital Investment:

The Company’s shareholders voted to approve the special resolution to renew the Board’s authority to allot new shares up to an additional 5% for cash in connection with an acquisition or other capital investment, with voting results as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

259,254,136

  8,556,104   756,050   29,038,648

 

  6. Shareholder Proposal regarding an Independent Board Chairman:

The Company’s shareholders rejected a shareholder proposal that the Company adopt as policy, and amend our governing documents as necessary, to require the Chair of the Board, whenever possible, to be an independent member of the Board, with voting results as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

105,542,819

  144,273,540   18,749,931   29,038,648

 


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.

 

Dated: May 3, 2018

   

Allergan plc

   
   

By:

 

/s/ A. Robert D. Bailey

     

A. Robert D. Bailey

     

Chief Legal Officer and Corporate Secretary