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 5, 2016
ALLERGAN PLC
(Exact name of registrant as specified in its charter)
IRELAND
(State or Other Jurisdiction of Incorporation)
| 001-36867 | 98-1114402 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
Clonshaugh Business and Technology Park
Coolock, Dublin, D17 E400, Ireland
(Address of Principal Executive Offices and Zip Code)
(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:
| ¨ | 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 5, 2016, Allergan plc (“the Company” or “Allergan”) held its 2016 Annual General Meeting of Shareholders (the “AGM”) in Dublin, Ireland. There were 395,124,946 ordinary shares of Allergan outstanding as of March 7, 2016, the record date for the AGM. A quorum was present at the AGM.
At the AGM, the Company’s shareholders voted on eight of a total of eight proposals, as described below.
| 1. | Election of Directors: |
The following directors were elected to the Company’s Board of Directors for a term of one year expiring at the Annual General Meeting of Shareholders in 2017, with voting results as follows:
| For | Withheld | Broker Non-Votes | ||||||||||
| Nesli Basgoz, M.D. |
314,738,985 | 2,253,992 | 22,994,279 | |||||||||
| Paul M. Bisaro |
312,561,725 | 4,431,252 | 22,994,279 | |||||||||
| James H. Bloem |
314,628,535 | 2,364,442 | 22,994,279 | |||||||||
| Christopher W. Bodine |
287,475,883 | 29,517,094 | 22,994,279 | |||||||||
| Christopher J. Coughlin |
285,776,202 | 31,216,775 | 22,994,279 | |||||||||
| Michael R. Gallagher |
313,689,924 | 3,303,053 | 22,994,279 | |||||||||
| Catherine M. Klema |
287,479,091 | 29,513,886 | 22,994,279 | |||||||||
| Peter J. McDonnell, M.D. |
314,895,645 | 2,097,332 | 22,994,279 | |||||||||
| Patrick J. O’Sullivan |
314,312,381 | 2,680,596 | 22,994,279 | |||||||||
| Brenton L. Saunders |
314,346,452 | 2,646,525 | 22,994,279 | |||||||||
| Ronald R. Taylor |
201,141,074 | 115,851,903 | 22,994,279 | |||||||||
| Fred G. Weiss |
310,893,780 | 6,099,197 | 22,994,279 | |||||||||
| 2. | Advisory Vote on the Compensation of Our Named Executive Officers: |
The Company’s shareholders voted to approve, on an advisory (non-binding) basis, 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 2016 Proxy Statement dated March 25, 2016, with voting results as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 163,644,482 |
152,737,678 | 610,817 | 22,994,279 |
| 3. | Ratification of the Appointment of PricewaterhouseCoopers LLP: |
The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, with voting results as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 333,533,554 |
5,398,392 | 1,055,310 | (0) |
| 4A. | Approval of the Amendment of the Company’s Memorandum of Association to make certain Administrative Amendments: |
The Company’s shareholders voted to approve the special resolution to amend the Company’s Memorandum of Association to make certain administrative amendments in connection with recent changes in Irish law, with voting results as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 338,031,719 |
1,304,031 | 651,506 | (0) |
2
| 4B. | Approval of the Amendment of the Company’s Articles of Association to make certain Administrative Amendments: |
The Company’s shareholders voted to approve the special resolution to amend the Company’s Articles of Association to make certain administrative amendments in connection with recent changes in Irish law, with voting results as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 338,009,070 |
1,319,844 | 658,342 | (0) |
| 5A. | Approval of the Amendment of the Company’s Articles of Association to Provide for a Plurality Voting Standard in the event of a Contested Election: |
The Company’s shareholders voted to approve the special resolution to amend the Company’s Articles of Association to provide for a plurality voting standard in the event of a contested Board of Directors election, with voting results as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 315,087,704 |
1,473,144 | 432,129 | 22,994,279 |
| 5B. | Approval of the Amendment of the Company’s Articles of Association to Grant the Board of Directors Sole Authority to Determine its Size: |
The Company’s shareholders voted to approve the special resolution to amend the Company’s Articles of Association to grant the Board of Directors sole authority to determine its size, with voting results as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 314,843,092 |
1,664,017 | 485,868 | 22,994,279 |
| 6. | Approval of the Reduction of Company Capital: |
The Company’s shareholders voted to approve the special resolution to reduce the Company’s company capital, subject to the confirmation of the Irish High Court, with voting results as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 337,703,016 |
953,303 | 1,330,937 | (0) |
| 7. | Shareholder Proposal Requesting an Annual Report on Lobbying Activities: |
The Company’s shareholders rejected a shareholder proposal that the Company issue an annual report describing the Company’s lobbying activities, with voting results as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 81,392,781 |
214,798,796 | 20,801,400 | 22,994,279 |
| 8. | Shareholder Proposal regarding an Independent Board Chairman: |
The Company’s shareholders rejected a shareholder proposal that the Company adopt a policy requiring that the Chairman of the Board of Directors be an independent member of the Board, with voting results as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 136,688,469 |
179,375,447 | 929,061 | 22,994,279 |
3
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.
| ALLERGAN PLC | ||||||
| Date: May 6, 2016 | By: | /s/ A. Robert D. Bailey | ||||
| A. Robert D. Bailey | ||||||
| EVP, Chief Legal Officer and | ||||||
| Corporate Secretary | ||||||