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, 2017 (May 4, 2017)

 

 

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 4, 2017, Allergan plc (the “Company” or “Allergan”) held its 2017 Annual General Meeting of Shareholders (the “AGM”) in Dublin, Ireland. There were 335,496,312 ordinary shares of Allergan outstanding as of March 8, 2017, 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 re-appointed as members of the Board of Directors to hold office until the 2018 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.

   270,911,160      1,505,924    1,924,759    23,785,718

Paul M. Bisaro

   258,768,731    14,372,735    1,200,377    23,785,718

James H. Bloem

   271,827,774      1,305,816    1,208,253    23,785,718

Christopher W. Bodine

   269,419,574      3,714,610    1,207,659    23,785,718

Adriane M. Brown

   271,897,419      1,238,175    1,206,249    23,785,718

Christopher J. Coughlin

   270,382,710      2,746,868    1,212,265    23,785,718

Catherine M. Klema

   268,437,484      4,700,530    1,203,829    23,785,718

Peter J. McDonnell, M.D.

   271,495,801      1,642,640    1,203,402    23,785,718

Patrick J. O’Sullivan

   271,841,612      1,294,225    1,206,006    23,785,718

Brenton L. Saunders

   266,443,768      6,030,959    1,867,116    23,785,718

Ronald R. Taylor

   268,339,103      4,788,555    1,214,185    23,785,718

Fred G. Weiss

   266,742,308      6,388,237    1,211,298    23,785,718

 

  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 2017 Proxy Statement dated March 24, 2017, with voting results as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

263,871,717

  5,534,144   4,935,982   23,785,718

 

  3. Advisory Vote on the Frequency of an Advisory Vote on the Compensation of Our Named Executive Officers:

The Company’s shareholders voted to recommend, in a non-binding vote, whether a shareholder vote to approve the compensation of the Company’s Named Executive Officers should occur every one, two or three years, with voting results as follows:

 

One Year

 

Two Years

 

Three Years

 

Abstain

252,577,560

  358,826   20,113,354   1,292,103

 

  4. 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, 2017 and authorized, in a binding vote, the Board of Directors, acting through its Audit and Compliance Committee, to determine PricewaterhouseCoopers LLP’s remuneration, with voting results as follows:

 

For

 

Against

 

Abstain

291,248,629   5,609,728   1,269,204


  5. Performance Goals:

The Company’s shareholders approved the material terms of the performance goals for the purposes of Section 162(m) of the Internal Revenue Code under the Allergan plc 2017 Annual Incentive Compensation Plan, with voting results as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

266,217,197

  3,400,873   4,723,773   23,785,718

 

  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 of Directors, whenever possible, to be an independent member of the Board, with voting results as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

56,223,593

  216,646,396   1,471,854   23,785,718


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 5, 2017

    Allergan plc
   
    By:  

/s/ A. Robert D. Bailey

      A. Robert D. Bailey
      Chief Legal Officer and Corporate Secretary