Allergan plc - 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 9, 2014

ACTAVIS plc

(Exact name of registrant as specified in its charter)

Ireland

000-55075

98-1114402

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Grand Canal Square, Docklands

Dublin 2, 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:

¨	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 9, 2014, Actavis plc (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”) in Dublin, Ireland. At the Annual Meeting, the Company’s shareholders voted on a total of four proposals, as described below.

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 Meeting of Shareholders in 2015, with voting results as follows:


	For		Against		Abstain		Broker Non-Votes
Paul M. Bisaro		135,578,198		2,659,631		1,949,429		14,211,411
James H. Bloem		139,429,926		272,284		485,048		14,211,411
Christopher W. Bodine		137,748,748		1,957,818		480,692		14,211,411
Tamar D. Howson		138,303,862		1,404,078		479,318		14,211,411
John A. King		139,450,782		257,498		478,978		14,211,411
Catherine M. Klema		139,190,345		509,866		487,047		14,211,411
Jiri Michal		139,284,385		407,800		495,073		14,211,411
Sigurdur Oli Olafsson		138,623,765		1,080,140		483,353		14,211,411
Patrick J. O’Sullivan		139,525,305		172,774		489,179		14,211,411
Ronald R. Taylor		138,259,853		1,447,636		479,769		14,211,411
Andrew L. Turner		138,357,360		1,351,177		478,721		14,211,411
Fred G. Weiss		137,876,179		1,826,844		484,235		14,211,411

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 2014 Proxy Statement, with voting results as follows:


For	Against	Abstain	Broker Non-Votes
135,955,245	3,196,450	1,035,563	14,211,411

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, 2014, with voting results as follows:


For	Against	Abstain	Broker Non-Votes
151,628,584	2,210,568	559,517	(0)

Non-Binding Shareholder Proposal Requesting the Company to issue a sustainability report:

The Company’s shareholders rejected a non-binding shareholder proposal that the Company issue a sustainability report, with voting results as follows:


For	Against	Abstain	Broker Non-Votes
44,758,756	58,288,386	37,140,116	14,211,411

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 12, 2014


ACTAVIS plc

By:	/s/ David A. Buchen
	Name:	David A. Buchen

	Title:	Chief Legal Officer – Global and Secretary

Allergan plc - FORM 8-K - May 12, 2014

Allergan plc Reports