UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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Horizon PharmaTherapeutics Public Limited Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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DATED MARCH 6, 2020—SUBJECT TO COMPLETION

HORIZON PHARMATHERAPEUTICS PUBLIC LIMITED COMPANY

ANNUAL GENERAL MEETING OF SHAREHOLDERS

May 3, 2018April 30, 2020

NOTICE AND PROXY STATEMENT

April 2, 2018                        , 2020

Dear Fellow Shareholder:

20172019 was aanother exceptional year for Horizon and one of significant progress for Horizon Pharma.  Having rapidly transformed the Company into one focused primarilyprogress.  Our focus on rare and rheumatic diseases over the past five years, we launched the next stage of our evolution – developing a robust pipeline of clinically meaningful medicines to drive sustained growth over the long term.  We added several new programs to our pipelinecommercial execution resulted in 2017, includingHZN-001 (teprotumumab), a late-stage fully human monoclonal antibody (mAb) insulin-like growthfactor-1 receptor(IGF-1R) inhibitor, which is a candidate for the treatment ofmoderate-to-severe thyroid eye disease, a rare eye disease.  Enrollment in the confirmatory Phase 3 clinical trial began in the fourth quarter of 2017 and we project that, if approved, teprotumumab could achieve peak annual U.S. net sales of more than $750 million.  We also added two otherpre-clinical rheumatology programs designed to enhance our leadership in the treatment of uncontrolled gout¹, a position which we hold today with our rare-disease biologic KRYSTEXXA^®, one of our key growth drivers.  We continued to invest in KRYSTEXXA in 2017 by doubling its commercial organization and expanding its targeted patient population to include uncontrolled gout patients treated by nephrologists.  As a result, we recently increased our estimate of KRYSTEXXA peak annual net sales to more than $750 million. 

These developments exemplify the successful execution of our strategy over the past five years.  In 2013, Horizon Pharma had two medicinesrecord financial results, with net sales of $74 million.  Today, we are a biopharmaceutical company focused primarily on rare diseases, with 11 medicines, six$1.3 billion, up 8 percent over 2018, and adjusted EBITDA of them for rare diseases, and our rare disease medicines making$483 million¹, up approximately 60 percent7 percent.  The primary driver of our 2017 net sales.  This rapid, transformationalsales performance was KRYSTEXXA^® and we continue to see strong promise for this important biologic medicine for uncontrolled gout.  KRYSTEXXA generated net sales of $342 million, up 32 percent on strong volume growth – an excellent growth trajectory for anine-year-old medicine.  Our strong focus on execution has resulted in agenerated substantial value for our shareholders, withone-, three- and five-year total shareholder returnreturns of 52785 percent, significantly outperforming124 percent and 181 percent, respectively – all considerably exceeding our peer group² and the Nasdaq Biotechnology Index (NBI). 

We also made significant advancements with our pipeline, capped off by the approval of TEPEZZA^™ by the U.S. Food and Drug Administration (FDA) for the treatment of thyroid eye disease (TED) on January 21, 2020.  TEPEZZA, our fully human monoclonal antibody insulin-like growth factor1-receptor(IGF-1R), is the first and only medicine approved for the treatment of this debilitating, vision-threatening rare disease.  The approval came nearly two months ahead of schedule, resulting from the tireless efforts of our clinical, regulatory and manufacturing teams.  Supporting this tremendous achievement was the highly significant TEPEZZA Phase 3 clinical data:  82.9 percent of TEPEZZA patients achieved the primary endpoint of proptosis(eye-bulging) reduction of 2 millimeters or greater, compared to 9.5 percent of placebo patients, with ap-value of less than 0.001, and all secondary endpoints were met with statistical significance as well.  These data, which we announced in February 2019, were recently highlighted inThe New England Journal of Medicine – a mark of TEPEZZA’s impressive data, considering that the results of both the Phase 2 and Phase 3 clinical trials were published in the esteemed medical journal. 

The approval of TEPEZZA is a milestone advancement for the many people living with TED in the United States.  Before now, there was no standard of care or well-defined treatment path for the disease.  As a result, TED patients often had to suffer from its horrendous effects for several years.  We aim to simplify the patient journey with rapid and accurate diagnosis as well as establish a clear path to treatment.  We worked tirelessly in 2019, establishing the required commercial infrastructure and engaging inpre-launch outreach and education efforts with physicians and key stakeholders.  Our outreach efforts deepened our understanding of the market and the opportunities for TEPEZZA.  That is why, along with the impressive clinical data, we recently increased our expectations for TEPEZZA peak U.S. annual net sales to more than $1 billion, up from our previous expectation of $1.06 billion in 2017 represented a year-over-year$750 million or greater. 

In addition to TEPEZZA, we also advanced our several KRYSTEXXA clinical development programs, which are designed to maximize the benefit this medicine offers patients with uncontrolled gout.  We are working to increase the KRYSTEXXA complete response rate through theco-administrationof 8 percent on a GAAP basismethotrexate, the immunomodulator most used by rheumatologists, through our two MIRROR trials.  We recently announced dramatic topline data from our MIRROR open-label trial.  A larger135-patient placebo-controlled MIRROR registrational clinical trial is underway, designed to update the prescribing information if successful.  In the meantime, we are hearing positive anecdotal response from rheumatologists and 1 percent on anon-GAAP basis³, driven primarilybelieve that, supported by strong growth in our orphan and rheumatology business units.  Impacting our net sales performance were challenges we experienced early in the year in our primary care business unit relatedpositive growing body of evidence, adoption of the use of KRYSTEXXA with methotrexate will accelerate.  In addition to the implementationMIRROR trials, in 2019 we initiated PROTECT, a KRYSTEXXA trial in kidney transplant patients with uncontrolled gout, to support our strategy to expand the use of a new contracting modelKRYSTEXXA among nephrologists by providing additional data about the medicine’s effectiveness with pharmacy benefit managers (PBMs), which we effected primarily in responseits kidney-friendly mechanism. 

The progress on our pipeline speaks to the increasing level of control in the managed care environment.  Despite the resulting negative impact of approximately $230 million to our primary care business unit net sales, our diversification strategystrong research and development organization we have built over the past couple of years.  The organization remains highly focused both supporting our strategy of maximizing our growth drivers TEPEZZA and KRYSTEXXA and expanding our pipeline, as evidenced by two new pipeline programs we expect to begin this year, one for TEPEZZA and one for KRYSTEXXA.  We believe the mechanism of action for TEPEZZA – blockingIGF-1R – could benefit other populations and are evaluating additional indications for the medicine, including an exploratory TEPEZZA trial in diffuse cutaneous scleroderma, a rare autoimmune disease.  The new KRYSTEXXA program is an open-labelproof-of-concept trial to evaluate a shorter-infusion duration, which could result in improved patient convenience and compliance of therapy.

KRYSTEXXA is an example of the value of our industry-leading comprehensive approach, which combines commercial and clinical strategies to maximize the value of our medicines.  Since acquiring KRYSTEXXA in 2016, we have more than quintupled its annual net sales.  Even so, only approximately 4 percent of the 100,000 addressable patient population used KRYSTEXXA in 2019,

meaning there is still substantial opportunity for continued growth.  We see three years proved successful,areas of growth for KRYSTEXXA:  continued expansion of existing and new accounts; the increasing use of KRYSTEXXA with immunomodulators such as methotrexate; and accelerating adoption of KRYSTEXXA in nephrology, in part due to the growthefforts of the dedicated nephrology sales force we put in place in 2019.  Given these areas of opportunity, along with KRYSTEXXA’s continued strong performance, we now project its peak U.S. net sales to exceed $1 billion, up from our previous $750 million-plus expectation.  KRYSTEXXA is a tremendous growth engine for Horizon, along with TEPEZZA, and we are excited about the prospects for both of these medicines. 

Our progress in 2019 included significantly improving our capital structure.  Our objective was to be more aligned to profitable biopharma peers, which generally have lower leverage levels.  We succeeded, reducing our gross debt by $575 million, extending the majority of our rare disease medicines of 60 percentdebt maturities to 2026 and 2027 from the previous 2023/2024 timeframe and reducing our year-over-year annualized interest expense by more than offset40 percent.  Our actions resulted in a significantly lower net leverage of 0.7 times at the end of 2019, well below our target ratio of 2 times. 

The tremendous progress we made in 2019 underscores our focus and strength in executing our strategy.  It also speaks to the tremendous dedication of the people who make up Horizon.  It’s personal for us; making a difference matters to us – whether to patients, their caregivers and treating physicians or the communities we serve and live in.  That commitment translates to engaged employees.  An assessment we conducted against benchmarks of a leading consulting firm showed that decrease, resulting in year-over-year net sales growth.  Our 2017 net loss,non-GAAP net incomethe average level of Horizon employees’ engagement and adjusted EBITDA⁴ were $411 million, $195 millionloyalty considerably exceeds that of the average pharmaceutical company – and $390 million⁵, respectively.companies overall.  We ended 2017 with a cash balance of $751 million, providing us with the financial flexibility to continue to execute our strategy. 

Overall, I am very pleased with our team’s performance.  We remained diligently focusedreceive multiple workplace awards, including placing on strong executionseveralFORTUNE and driving the business forward.  We demonstrated the commitment that underscores everything we do at Horizon Pharma:  making a powerful difference for the patients, caregivers and physicians through the innovative medicines we commercialize and developGreat Place to address unmet treatment needs.  The dedication and purpose of our talented team of employees is reflected in the recognition Horizon Pharma continues to receive, including threeFortune Magazine 2017 surveys – One of theWork^® 2019 lists:  Best Workplaces in Health Care 100and BioPharma, Best Small & Medium Workplaces, Best Workplaces for Parents and 2017 Best WorkWorkplaces in Chicago.  Crain’s Chicago Business recognized us as one of the Best Places to Work in Chicago and as one of the Most Innovative Companies.  In addition, The Great Place to Work^® Institute of Ireland recently certified us as one of the Great Places to Work in Ireland. 

Furthermore, a 2019 Aon study confirmed gender and ethnicity pay equity throughout Horizon – and we ranked in the top five of all companies evaluated, testifying to the value we place on diversity and equality.  Given the intensely competitive nature of the biopharma industry, these results speak to our ability to attract and retain the best talent. 

In summary, our significant progress and achievements in 2019 further fueled the momentum we’ve generated over the past several years.  Today we are a leading, high-growth profitable biopharma company delivering innovative therapies to patients and generating high returns to our shareholders.  We continue to deliver on our comprehensive approach and core principles – strong patient-focused commercial execution, clinical development of innovative medicines, a disciplined business development strategy and expanding patient access – all aimed at making a difference and creating value for our patients, for our employees and for you, our shareholders. 

You are cordially invited to attend our Annual General Meeting of Shareholders on Thursday, April 30, 2020, at 3:00 p.m. local time at our corporate headquarters located at Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland.  Whether or not you plan to attend the Annual General Meeting, it is important that your shares be represented and voted.  Please take a moment now to vote your shares using the instructions found in theNotice of Internet Availability of Proxy Materials and in this Proxy Statement.  Your vote is important. 

We are pleased this year to be making the Proxy Statement and our Annual Report available to you electronically.  This not only provides a more convenient way to access the materials, but it also allows us to conserve natural resources and reduce the environmental impact – as well as the 2017Crain’s Chicago Business Best Places to Workreducing costs.  We welcome andChicago Tribune’s 2017 TopMedium-Sized Workplaces.  Our ongoing efforts to diversify our employee base has helped us achieve our goals.  To drive our value your feedback and appreciate your continued growthsupport. 

Sincerely,

Timothy Walbert

Chairman, President and evolution in this regard, Irina Konstantinovsky, an accomplished human resources professional, joined us in September 2017 as executive vice president, chief human resources officer.Chief Executive Officer

More recently, we were very pleased to welcomeShao-Lee Lin, M.D., Ph.D., who joined

Horizon Pharma earlier this year as executive vice president, head of research and development (R&D) and chief scientific officer. Shao-Lee brings exceptional experience and a proven track record of developing new medicines – and she shares our focus on improving patient outcomes. Shao-Lee is focused on driving the accelerated development of a R&D portfolio of medicines for Horizon Pharma, leading the next phase of growth for the Company. Therapeutics plc

We are delivering on our core principles – strong commercial execution, a disciplined business development strategy, clinical development of medicines for patients in need and expanding patient access – while also increasing affordability of our medicines.  Moving forward, we will continue to drive and motivate our growing organization with the goal of delivering strong financial performance that creates long-term market-leading shareholder value. 

You are cordially invited to attend the Annual General Meeting of Shareholders on Thursday, May 3, 2018, at 3:00 p.m. local time at our corporate headquarters located at Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland. Ireland

Whether or not you plan to attend the Annual General Meeting, it is important that your shares be represented and voted.  Please take a moment now to vote your shares by internet, by toll-free telephone call or by signing, dating and returning the enclosed proxy card. 

Thank you for your continued support. 

Sincerely,
Timothy P. Walbert
Chairman, President and Chief Executive Officer

If you are a shareholder of record on February 25, 2020, you are cordially invited to attend the Annual General Meeting in person.  Whether or not you expect to attend the meeting, please complete, date, sign date and return the enclosed proxy card in the envelope providedmailed to you, or vote over the internettelephone or by telephonethe internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting.  A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience.  Even if you have voted by proxy, you may still vote in person if you attend the meeting.  Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

The Proxy Statement and Annual Report to shareholders are available atwww.edocumentview.com/hznp. 

By Order of the Board of Directors

David G. Kelly

Company Secretary

Dublin 4, Ireland

April 2, 2018

YOUR VOTE IS IMPORTANT.  WE ENCOURAGE YOU TO VOTE.

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider.  You should read the entire Proxy Statement carefully before voting.  For more complete information regarding our business and 20172019 performance, please review our Annual Report on Form10-K for the year ended December 31, 2017.2019 and our subsequent filings with the Securities and Exchange Commission (SEC). 

Meeting and Voting Information
Time and Date:				3:00 p.m. local time on April 30, 2020
Place:				Our corporate headquarters located at Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland
Record Date:				February 25, 2020
How to Vote:				Shareholders as of the record date are entitled to vote and may do so in person at the Annual General Meeting.  You may also vote by electronic proxy by:  •    voting your shares over the internet by going towww.proxyvote.com and using the instructions found in the Notice that will be mailed to shareholders on or about March 18, 2020; or by •    voting your shares by telephone at +1.800.690.6903 within the United States, U.S. territories or Canada using a touch-tone phone and following the recorded instructions. Alternatively, you may request a printed set of the materials and vote using the toll-free telephone number on the proxy card or by marking, signing, dating and mailing your proxy form in the postage-paid envelope that will be provided should you request a printed copy.  Instructions on how to request a printed set of the proxy materials may be found in the Notice.

Voting Items and Board Recommendations

Horizon  |  Proxy Statement 1

2019—Year At A Glance

Strong Performance:  Record Net Sales and Strong Shareholder Returns

Except for1-,3- and5-year total shareholder return, growth percentages represent comparison to full-year 2018. 

TSR:  Total shareholder return through December 31, 2019.  NBI:  Nasdaq Biotechnology Index. 

 A Year of Milestones and Significant Progress

Our Strategy: Maximizing Key Growth Drivers ProposalKRYSTEXXA and TEPEZZA While Expanding Our Pipeline For Sustainable Growth Our Purpose: To help build healthier communities, urgently and responsibly						•  AnnouncedBoard Recommendationshighly significant TEPEZZA Phase 3 topline data:  82.9% of TEPEZZA patients met the primary endpoint versus 9.5% of placebo (p<0.001); obtained FDA Priority Review from FDA; after an accelerated review obtained U.S. FDA approval of TEPEZZA for thyroid eye disease on January 21, 2020, almost two months before the target action date, making TEPEZZA the first and only approved treatment for the vision-threatening and debilitating disease •  Completed KRYSTEXXA plus methotrexateMIRROR immunomodulation open-label trial; topline data demonstrated significant response rate improvement:  79% of patients achieved complete response rate vs 42% for KRYSTEXXA Phase 3 clinical program •  Initiated KRYSTEXXA plus methotrexateMIRROR immunomodulation placebo-controlled randomized clinical trial with aim of optimizing treatment outcomes; trial designed to expand the prescribing information for KRYSTEXXA •  InitiatedPROTECT trial evaluating KRYSTEXXA to improve management of uncontrolled gout for adult kidney transplant patients •  Openednew South San Francisco R&D and manufacturing facility	•  Significantlyimproved Horizon’s capital structure •  Demonstrated strong employee engagement withmultiple best-workplace recognitions, as well asgender and ethnicity pay equity •  Changed our Company name toHorizon Therapeutics plc and rebranded to better reflect who we are today and our vision for the future
1

Horizon  |  Proxy Statement 2

Business Overview

Horizon at a Glance

2		Appointment We are aleading, high-growth profitable biopharma company •  Differentiated commercial model; generating annual net sales of Independent Registered Public Accounting Firm$1.3 billion only 8 years after our IPO •  Focused on rare diseases, rheumatology, nephrology, ophthalmology and Authorization of the Audit Committee to Determine the Auditors’ Remuneration (page 58)			FOR	endocrinology •  Two high-growth drivers with more than $2 billion in combined peak U.S. annual net sales potential(1)
3		Approval, on an Advisory Basis, of Executive Compensation (page 60)			FOR	Deliveringinnovative therapies to patients •  Deep development expertise with proven track record •  Building a pipeline through M&A to support sustainable long-term growth
4		Indication, Generatinghigh returns for shareholders •  Outperformed our peers and Nasdaq Biotechnology Index for 1, 3 and 5 years(2) •  Our prospects position us with a top-tier growth profile

Business Overview2019:  A Year of Tremendous Progress and Strong Execution on Our Strategy

We made significant2019 was a year of tremendous progress in 2017 onand performance at Horizon, marked by the achievement of several important milestones and a testament to the strong execution of our long-term strategy of building a diversifiedto maximize our key growth drivers and durable, high-growth biopharmaceutical company focused on rare disease medicines.expand our pipeline for sustainable growth.  We generated full-yearrecord net sales of $1.06$1.3 billion, with our rare disease medicines, now representing approximately 60an increase of 8 percent over 2018, and adjusted EBITDA of our net sales, increasing 60$483 million, an increase of 7 percent year-over-year.despite significant investments made in the development and U.S. launch preparations for TEPEZZA.  We achievedone-year total shareholder return of 85 percent, far outpacing the 25 percent return of the NBI.  In addition to expanding the commercial effortsheavily investing in TEPEZZA, we invested in several new R&D programs for our key growth driver KRYSTEXXA whichto maximize the benefit it offers patients and to enhance its leadership in uncontrolled gout.  During 2019 we nowconsiderably improved our capital structure to align more closely to profitable biopharma companies, reducing our gross debt by $575 million and extending our debt maturities with lower interest rates.  With the recent accelerated approval of TEPEZZA in January 2020 as well as the continued strong growth prospects for KRYSTEXXA, we believe has peakwe are in our strongest position ever as a company, building on our momentum to deliver long-term value to our shareholders. 

Our Unique Approach

We have taken a different approach to become a leading profitable biopharma company. 

Our Unique Biopharma Model is Delivering on Our Third Phase of Growth and Evolution

Horizon  |  Proxy Statement 3

Driving Our Successful Growth:  Our Comprehensive Approach

Behind our successful growth is the comprehensive approach we use to maximize the value of our medicines, with three integral components. 

We Employ a Comprehensive Approach to Maximize the Value of Our Medicines for Patients – and Shareholders

Our experience with KRYSTEXXA exemplifies the success of this approach.  An underperforming and undervalued medicine with stagnant growth when we acquired it in 2016, we have transformed its growth trajectory in a few short years, more than quintupling the annual net sales potential– almost entirely driven by volume growth.  And we see significant room for further expansion of KRYSTEXXA, with three areas of growth:  continued expansion of existing and new accounts; the increasing use of KRYSTEXXA with immunomodulators such as methotrexate; and accelerating adoption of KRYSTEXXA by nephrologists.  We believe that together these three growth drivers can generate peak KRYSTEXXA U.S. net sales of more than $750 million, we augmented our pipeline with$1 billion.  Our comprehensive approach is effective. 

TEPEZZA:  A Milestone Advancement for a Pressing Unmet Need

The efforts of a great many people at Horizon in 2019 culminated in the additionrecent FDA approval ofHZN-001 (teprotumumab), a late-stage development fully human monoclonal antibody (mAb) insulin-like growthfactor-1 receptor(IGF-1R) inhibitor candidate TEPEZZA for the treatment ofmoderate–to-severe thyroid TED.  TED is a rare, autoimmune vision-threatening and disfiguring disease in which local inflammation and tissue expansion behind the eye diseasecan lead to proptosis (eye bulging).  Proptosis can result in double vision, misalignment of the eyes and an inability to close the eyelids, making tasks of daily living extremely difficult. 

TEPEZZA:  A Milestone Advancement in the Treatment of Thyroid Eye Disease (TED), as well as several new rheumatology pipeline programs. 

We Are Expanding Our Pipeline to Drive Long-Term Growth

Our pipeline is a top priority and a cornerstone of our strategy to maximize the value of our medicines and drive long-term growth.  Our experienced R&D leadership team has championed multiple achievements, including the accelerated development, submission and approval of TEPEZZA and the optimization of KRYSTEXXA’s profile through several R&D programs and post-clinical data analyses.  Most recently, we opened a new R&D and manufacturing facility in South San Francisco to support further pipeline growth.  Our expanding pipeline attests to our diligent focus on maximizing and expanding our pipeline, which we aim to do in part by adding pipeline assets through the combined efforts of our R&D and business development organizations. 

TRIPLE: TolerizationReducesIntolerance toPegloticase and ProlongsMIRROR:  Trials evaluating the UrateLoweringEffect.  RECIPE: REduCingImmunogenicity toPegloticasE.  RIFLE: RAYOS (delayed release prednisone)InhibitsFatigue inLupusErythematosus.  OPTIC:  Treatmentuse of Graves’Orbitopathy (Thyroid Eye Disease)KRYSTEXXA in combination with immunomodulator methotrexate to ReduceProptosis withTeprotumumabInfusionsincrease the patient response rate. 

PROTECT:  Clinical trial evaluating the effect of KRYSTEXXA on serum uric acid levels in a Randomized, Placebo-Controlled, Clinical Study.  CTCL:  cutaneousT-cell lymphoma.  HER2:  human epidermal growth factor receptor 2.kidney transplant patients with uncontrolled gout. 

OPTIC-X:  Open-label extension trial of the Phase 3 trial evaluating TEPEZZA for the treatment of TED. 

Total Shareholder Return

Over the three-Our disciplined approach, clear strategy, business development acumen and five-year periods,strong commercial execution has driven rapid, transformational growth.  As a result, we have outperformed both our peer group and the Nasdaq Biotechnology Index (NBI).NBI over theone-, three- and five-year periods ended December 31, 2019.  With our key growth driver medicines KRYSTEXXA and TEPEZZA, our durable base of rare disease medicines, our high-growth KRYSTEXXA medicine and the pipeline we are buildingexpanding for future growth and our strengthened capital structure, we believe Horizon Pharma is well positioned for rapid and sustainable long-term growth. 

Our Total Shareholder Return Significantly Surpassed Our Peers and NBI

1,3- and5-year periods

Note:Note:  The peer group used for the TSR calculations for the1-,3- and5-year periods ended December 31, 20172019 is our May 2017 peer group (shownshown on page 33). 42. 

Horizon  |  Proxy Statement 5

Fostering Sustainability for Horizon and Beyond:  Key ESG Factors

We go to incredible lengths at Horizon to impact lives and make the world a better place.  We know that everything we do benefits the patients who use our medicines, their caregivers and treating physicians.  It also benefits all of us who work at Horizon.  For usit’s personal – we want to make a difference.  And that difference contributes to our long-term success and sustainability as well.  The key areas we believe strongly support Horizon’s long-term sustainability include: 

Consistently Recognized as One of the Best Places to Work

Horizon  |  Proxy Statement 6

Director Nominees and Continuing Directors

Board Highlights

The Nominating and Corporate Governance Committee of our Board examines multiple factors when evaluating directors, including their knowledge, skills and experience, including experience in our industry and with respect to clinical development, business, finance, management and public service.  The Committee believes in an expansive definition of diversity that includes differences of experience, education, talents, gender and race, among other things.  The table below highlights the extensive experience of our directors as well as a balance of skills on our Board:

Horizon  |  Proxy Statement 7

Our Board, which is predominantly independent, includes a range of expertise, experience, diversity, as well as newer and longer-tenured directors.  In addition, theThe Board values diversity, with an expansive definitionbelieving that maintaining a diverse membership enhances the Board’s deliberations and enables the Board to better represent all of diversitythe Company’s constituents.  In this respect, the goal of the Nominating and Corporate Governance Committee is to ensure that includes differencesthe Board has diversity of experience education, talents,and perspectives, as well as race, gender, geography and race.  The additionareas of Pascale Witz toexpertise – as is set forth in the Board in 2017, with her extensive global healthcare management experience, and James Shannon, M.D.Board’sdiversity policy, with his significant clinical development and management experience, further diversifiedwhich is available on our Board. website atwww.horizontherapeutics.com.

Corporate Governance Highlights

Horizon  |  Proxy Statement 8

Executive Compensation Overview

Our executive compensation program emphasizes three major pay considerations, andconsiderations; this is how we currently achieve them:

With a strategic focus on growing the business over the long term, it is imperative that our executive compensation program motivates our talented management team in such a manner as to encourage – and reward – successful execution of this business strategy.  We utilize the following compensation elements to achieve this:

Horizon  |  Proxy Statement 9

New in 2018:  Move to annual long-term cash and equity incentive grants, more closely aligned with

overall market and industry-standard practices

Shareholder Engagement

We value the views of our shareholders andshareholders.  During the outreach we conduct each year, we have had significant and meaningful engagementdialogue with our shareholders regarding our compensation and governance.  Feedback garnered during thesefrom our outreach efforts informs the Compensation Committee’s thinking when evaluating our current compensation program and when considering potential modifications going forward. 

Changes to theour compensation program on ago-forward basis.  Forand corporate governance over the past fourseveral years led by the Chairman of our Compensation Committee, we have conducted continued and consistent engagement with our shareholders and we plan to continue this practice. 

At our 2017 Annual General Meeting of Shareholders,our say-on-pay proposal received the support of approximately 97 percent of the shares voted.  We believe this high level of support is a result of our comprehensive shareholder outreach and engagement program to solicit feedback, understand investor viewpoints and incorporate feedback into further discussions of our compensation programs and philosophy. 

Through this shareholder engagement we have had very productive conversations, which continue to shape our programs and disclosures.  Recent changes that were heavily influenced by shareholder feedback include:

In 2019, during our shareholder engagement cycle before the Annual General Meeting, we offered engagement opportunities to shareholders who represented 85 percent of our shares outstanding; shareholders who represented 68 percent of our outstanding shares accepted and we conducted calls or meetings with these holders.  Our shareholders appreciated the outreach, and the feedback from this engagement was very positive.  At our 2019 Annual General Meeting of Shareholders, oursay-on-pay proposal received the support of 86 percent of the shares voted.  We believe this high level of support is a result of our comprehensive shareholder outreach and engagement program to solicit feedback, understand investor viewpoints and incorporate their feedback into further discussions of our compensation programs and corporate governance. 

In the summer and fall of 2019, we again engaged with shareholders who represented approximately 30 percent of our shares outstanding.  Discussions focused primarily on environmental, social and governance (ESG) disclosure, in particular what our shareholders deem appropriate and effective ESG disclosure for Horizon as we work to enhance our disclosure initiatives. 

In early 2020 during our shareholder engagement cycle before the Annual General Meeting, we offered engagement opportunities to shareholders who represented 75 percent of our shares outstanding and are in the process of conducting calls with those shareholders who expressed interest. 

We greatly value the dialogue we have with our shareholders and remain committed to continued engagement going forward. 

Please see ourCompensation Discussion and Analysis on page 2536 for additional information on our compensation philosophy. 

Horizon  |  Proxy Statement 10

Summary of Voting Items and Board Recommendations

Horizon  |  Proxy Statement 11

Horizon  |  Proxy Statement 12

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We have sent you these proxy materials because our Board is soliciting your proxy to vote atThis Proxy Statement contains important information regarding the Annual General Meeting including at any adjournments or postponements of Shareholders, the meeting.proposals on which you are being asked to vote, information you may find useful in determining how to vote, and voting procedures.  You are invited to attend the Annual General Meeting to vote on the proposals described in this Proxy Statement.  However, you do not need to attend the meeting to vote your shares. Instead,

Why did I receive a notice regarding the availability of proxy materials on the internet?

We have sent you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submitaNotice of Internet Availability of Proxy Materials (the Notice) because our Board is soliciting your proxy to vote at the Annual General Meeting, including at any adjournments or postponements of the meeting.  As permitted by the U.S. Securities and Exchange Commission, we are making this Proxy Statement, Horizon’s Annual Report to shareholders, and our Irish statutory financial statements available to our shareholders electronically via the internet.  We believe that using this form of distribution provides a convenient and expedited method for our shareholders to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the environmental impact of our Annual General Meeting.  In addition, it reduces the costs of printing and distributing the proxy materials.  Accordingly, we have sent a Notice to our shareholders of record.  All shareholders can access the proxy materials on the website referred to in the Notice or may request a printed set of the proxy materials.  Instructions on how to access the proxy materials over the telephoneinternet or throughto request a print or email copy may be found in the internet.Notice.  We intend to mail the Notice on or about March 18, 2020 to all shareholders of record as of February 25, 2020, who are entitled to vote at the Annual General Meeting. 

How do I attend the Annual General Meeting?

The meeting will be held on Thursday, May 3, 2018,April 30, 2020, at 3:00 p.m. local time at our corporate headquarters located at Connaught House, 1^st1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland.  Directions to the Annual General Meeting may be found athttps://www.google.com/maps/place/Connaught+House,+Burlington+Rd,+Dublin+4,+Ireland.  Information on how to vote in person at the Annual General Meeting is provided below.  However, you do not need to attend the Annual General Meeting to vote your ordinary shares. 

Who can vote at the Annual General Meeting?

Only shareholders of record at the close of business on March 23, 2018February 25, 2020, will be entitled to vote at the Annual General Meeting.  On this record date, there were 164,975,527190,155,863 of our ordinary shares outstanding and entitled to vote. 

Shareholder of Record (shares registered in your name). If on March 23, 2018,February 25, 2020, your shares were registered in your name in our Register of Members, which is maintained by our transfer agent, Computershare Shareowner Services LLC, then you are a shareholder of record.  As a shareholder of record, you may vote in person at the meeting or vote by proxy.  Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the internet as instructed in the Notice or as discussed below to ensure your vote is counted.counted, or if you request a printed copy, vote by completing and returning the proxy card. 

Beneficial Owner (shares registered in the name of a broker or bank). If on March 23, 2018,February 25, 2020, your shares were not registered in your name in our Register of Members, but rather held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials arethe Notice is being forwarded to you by that organization.  The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual General Meeting.  As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account.  You are also invited to attend the Annual General Meeting.  However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent. 

What am I voting on?

There are six matters scheduled for a vote:

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What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual General Meeting.  If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment. 

Beneficial Owner. If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (NYSE) deems the particular proposal to be a “routine” matter.  Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to“non-routine” matters.  Under the rules and interpretations of the NYSE,“non-routine” matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, elections of directors (even if not contested), executive compensation (including any advisory shareholder votes on executive compensation) and certain corporate governance proposals, even if management-supported.  We have been advised by the NYSE that your broker or nominee may not vote your shares on Proposals 1, 3, 45 or 6 without your instructions, but may vote your shares on Proposals 2 and 5.4. 

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, with respect to the proposal to elect directors, votes “For,” “Against,” abstentions and brokernon-votes; with respect to the proposal regarding frequency of shareholder advisory votes to approve executive compensation, votes for frequencies of one year, two years or three years, abstentions and brokernon-votes; and, with respect to other proposals, votes “For” and “Against,” abstentions and, as applicable, brokernon-votes. Abstentions and brokernon-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Annual General Meeting.  Abstentions and brokernon-votes will not, however, be considered votes cast at the Annual General Meeting.  Because the approval of all of the proposals is based on the votes cast at the Annual General Meeting, abstentions and brokernon-votes will not have any effect on the outcome of voting on the proposals. 

What are “brokernon-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be“non-routine,” the broker or nominee cannot vote the shares.  Theseun-voted shares are counted as “brokernon-votes.”

Irish law requires the directors to prepare financial statements for each financial year giving a true and fair view of the state of the group’s and parent company’s affairs at the end of the financial year and of the group’s profit or loss for the financial year.  Under that law, the directors have prepared the group’s consolidated financial statements in accordance with U.S. accounting standards, as defined in Section 279 of the Irish Companies Act 2014, to the extent that the use of those accounting standards in the preparation of the consolidated financial statements does not contravene any provision of the Irish Companies Act 2014 or of any regulations made thereunder and have prepared theHorizon’s parent company’s Irish statutory financial statements in accordance with accounting standards issued by the Financial Reporting Council and promulgated by the Institute of Chartered Accountants in Ireland (Generally Accepted Accounting Practice in Ireland). 

What proxy materials are available on the internet?

The Proxy Statement and the Annual Report are available at https://materials.proxyvote.com/G46188. The Irish financial statements will be available in the Investors section of our website (www.horizontherapeutics.com) on or before April 8, 2020.  We will mail without charge, upon written request, a copy of the Irish statutory financial statementsthese materials to shareholders of record or beneficial owners of our ordinary shares.  Requests should be sent to:  Horizon PharmaTherapeutics plc, Attention:  Company Secretary, Connaught House, 1^st1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland. 

What proxy materials are available on the internet?

TheHorizon  |  Proxy Statement and the Annual Report to shareholders are available atwww.edocumentview.com/hznp. 17

PROPOSAL 1

ELECTION OF DIRECTORS

The Board is divided into three classes.  Each class consists, as nearly as possible, ofone-third of the total number of directors and each class has a three-year term.  The Board currently consists of nine members, as follows:

The authorized number of directors may be changed only by resolution of the Board.  Any additional directorships resulting from an increase in the number of directors will be distributed between the three classes so that, as nearly as possible, each class will consist ofone-third of the directors.  This classification of the Board may have the effect of delaying or preventing changes in our control or management.  Our directors may be removed by ordinary resolution with majority vote of our shareholders at a general meeting provided that notice of such resolution has been given in accordance with Section 146 of the Irish Companies Act 2014.  Vacancies on the Board may be filled only by persons elected by a majority of the directors then in office, provided that a quorum is present.  A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. 

There are currently three directors in Class IIII whose term of office expires in 2018.2020.  Each of the nominees listed below in Class IIII is currently one of our directorsa director who was nominated for election by the Board, upon the recommendation of the Nominating and Corporate Governance Committee.  In order to be elected as a director, each nominee must receive the affirmative vote of a majority of the votes cast by the holders of ordinary shares represented at the Annual General Meeting in person or by proxy.  If elected, each of these nominees would serve until the 20212023 Annual General Meeting of Shareholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation, disqualification or removal. 

William F. Daniel, age 66

Director since September 2014

Committee Member:  Audit (Chair), Compensation

Mr. Daniel, a chartered director and chartered accountant, is currently a member of the board of directors of Malin Corporation plc, an Irish-based public global life sciences company.  Mr. Daniel was president of the Institute of Directors of Ireland from May 2013 to May 2015, and was originally elected to the board of the Institute of Directors in Ireland in June 2010.  Prior to that, Mr. Daniel was executive vice president and company secretary of Elan Corporation plc, a public biotechnology company, and served in that role from December 2001 to December 2013, until the merger of Elan with Perrigo Company plc.  He was previously an executive director of Elan between 2003 and 2007, having joined the organization as financial controller in 1994.  Mr. Daniel graduated with a degree in commerce from the University College Dublin. 

The Nominating and Corporate Governance Committee and the Board believe that Mr. Daniel is qualified to serve as a director of the Company on the basis of his valuable financial and corporate governance expertise, which brings important strategic insight to the Board as it plans our future growth. 

H. Thomas Watkins, age 65

Director since April 2014

Committee Member:  Audit, Nominating and Corporate Governance (Chair)

Mr. Watkins, in his most recent role, was director, president and chief executive officer of Human Genome Sciences, Inc. (HGS), a public biopharmaceutical company, from 2004 until HGS was acquired by GlaxoSmithKline in 2012.  Before leading HGS, Mr. Watkins spent over twenty years in senior roles at Abbott Laboratories and its affiliates in the United States and Asia, most recently serving as the president of TAP Pharmaceutical Products, Inc. (TAP), which was jointly owned by Abbott and Takeda Pharmaceutical Company, Inc.  During his tenure, he led the growth of TAP from approximately $2 billion to over $4 billion in annual revenue.  Mr. Watkins began his career in 1974 with Arthur Andersen & Co.  From 1979 to 1985, he was a managementHorizon  |  Proxy Statement 18

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consultantTHE BOARD RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE ABOVE

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The above biographical information for our directors is as of March 1, 2020. 

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

In 2017,2019, the Board held seven meetings and did not act by unanimous written consent without a meeting.  EachWith the exception of Dr. Mahony, who was appointed to the Board in August 2019, each current Board member attended 94 percent94% or more of the aggregate number of meetings of the Board and of the committees on which he or she served.  It is our policy to encourage directors and nominees for director to attend annual general meetings of shareholders.  With the exception of Dr. Shannon and Ms. Witz, both of whom wereMahony, who was appointed to the Board in August 2017,2019, and Mr. Daniel, all of ourother current directors attended our 20172019 Annual General Meeting of Shareholders. 

The Board is committed to exercising good corporate governance practices.  As part of this commitment, the Board regularly monitors developments in the area of corporate governance and reviews processes, policies and procedures in light of such developments.  Key information regarding our corporate governance initiatives can be found on our website,www.horizonpharma.comwww.horizontherapeutics.com, including our Memorandum and Articles of Association, Code of Business Conduct and Ethics, and the charters for the Audit, Compensation, Nominating and Corporate Governance and Transaction Committees.  The Board believes that its strong corporate governance policies and practices, including the substantial percentage of independent directors on the Board and the robust duties of its lead independent director, empower the Board to effectively oversee our Chief Executive Officer and provide an effective and appropriately balanced Board governance structure. 

Other than Mr. Walbert, our chairman, presidentChairman, President and chief executive officer,Chief Executive Officer, all members of the Board are independent, and all members of committees of the Board are independent.  The Board has affirmatively determined that the following eight directors

Lead Independent Director

The Company requiresWe require the election, by the independent directors of the Board, of a lead independent director to serve during any period when there is no independent Chairman of the Board.  Because Mr. Walbert is currently serving as Chief Executive Officer and Chairman of the Board, the independent directors of the Board elected Mr. Grey as the lead independent director.  The lead independent director serves as the liaison between the Chairman of the Board and the independent directors and his responsibilities include:

During 2019, we paid a fee to one third-party search firm that was retained by the Board to identify potential nominees and assist our Nominating and Corporate Governance Committee in evaluating such potential nominees. 

Diversity Policy

The Board believes in an expansive definitionthat maintaining a diverse membership enhances the Board’s deliberations and enables the Board to better represent all of Horizon’s constituents, and as such has a formal diversity that includes differencespolicy.  As part of experience, education, talents, gender and race.  Whilethe policy, the Nominating and Corporate Governance Committee does not have a formal policy inannually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates forre-election and considers all aspects of each candidate’s qualifications and skills with the goal of ensuring the Board has diversity of experience and perspectives as well as race, gender, geography, and areas of expertise. 

To further this regard, the diversity ofgoal, the Board is listed as a factorcommitted to be consideredincluding in evaluatingeach director search highly qualified candidates for the Board, among others, in the Nominatingwho reflect diverse experiences and Corporate Governance Committee Charter, whichbackgrounds, including diversity of gender and race.  The diversity policy is available on our website atwww.horizonpharma.comwww.horizontherapeutics.com. 

Shareholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board at an Annual General Meeting of Shareholders must do so by delivering a written recommendation to the Nominating and Corporate Governance Committee.  See “Other“Other Information —– Shareholder Proposals”Proposals” in this Proxy Statement for additional information. 

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight responsibility with respect to, among other things: (i) 

The independent registered public accounting firm, internal audit and management each periodically meet privately with the Audit Committee. 

The Board has determined that each of Mr. Daniel, Dr. Mahony, Mr. Watkins and Mr. PauliMs. Witz qualify as an “audit committee financial expert,”experts” within the meaning of Securities and Exchange Commission (SEC) regulations and the Nasdaq Listing Rules.applicable SEC rules.  In making this determination, the Board has considered with respect to (i) Mr. Daniel, histheir formal education, the nature and scope of histheir previous experience and histheir financial and

The Compensation Committee may, at our expense, retain legal counsel (which may, but need not be, our regular corporate counsel) and other consultants and advisors, other thanin-house legal counsel and certain other types of advisors, to assist it with its functions only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the advisor’s independence; however, there is no requirement that any advisor be independent.  The Compensation Committee has authority to approve such advisors’ fees and other retention terms and to terminate its relationship with any advisor that it retains.  In addition, the Compensation Committee has authority to delegate its responsibilities to subcommittees or individual committee members. 

In October 2016, ourThe Compensation Committee has engaged Radford, anwhich is part of the Rewards Solutions practice at Aon Hewitt Company (Radford),plc, as its independent consultant.consultant since 2016.  For additional information regarding our processes and procedures for the consideration and determination of executive and director compensation, including the role of Radford in determining and recommending executive and director compensation and the aggregate cost of Radford’s executive and director compensation consulting services during 2017,2019, see the sectionsections of this Proxy Statement entitled “Compensation“Compensation Discussion and Analysis —– Compensation Determination Process.Process”and“Non-Employee Director Compensation.”  With respect tonon-employee director compensation matters, our Compensation Committee recommends to our Board and our Board determines and setsnon-employee director compensation.  Our compensation arrangements for ournon-employee directors are described under the section of this Proxy Statement entitled“Non-Employee Director Compensation.”

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee has ever been an executive officer or employee of the Company.Horizon.  None of our executive officers currently serves, or has served during the last completed year, on the compensation committee or board of directors of any other entity that has one or more officers serving as a member of our Board or Compensation Committee. 

In February 2019, we entered into a short-term shareholder rights agreement, commonly referred to as a poison pill, in response to the takeover environment in general at the time and the Board’s belief that at the time we faced a heightened risk of receiving takeover proposals at inadequate prices, given several factors, including the highly positive Phase 3 teprotumumab clinical trial results announced on February 28, 2019.  The agreement was not intended to prevent an acquisition of Horizon on terms that the Board considered favorable and in the best interests of all shareholders.  Rather, the aim of the shareholder rights agreement was to provide the Board adequate time to fully assess any takeover proposal in full compliance with the Board’s fiduciary duties and to encourage anyone seeking to acquire Horizon to negotiate with the Board prior to attempting a takeover. 

The shareholder rights agreement had a limited12-month term that expired in February 2020 and was not renewed upon that expiration.

Shareholders who wish to communicate with the Board may do so by sending written communications addressed to the Company Secretary of Horizon PharmaTherapeutics at Connaught House, 1^st1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland or by communicating online to the Board as a group.  This information and an online communications form are available on our website atwww.horizonpharma.com.www.horizontherapeutics.com. Each communication will be reviewed by our Company Secretary to determine whether it is appropriate for presentation to the Board or such director on a periodic basis.  Examples of inappropriate communications include advertisements, solicitations or hostile communications.

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NON-EMPLOYEE DIRECTOR COMPENSATION

Our directors perform a critical role in guiding Horizon’s strategic direction and overseeing management.  Being a director entails many responsibilities and a substantial time commitment.  Our compensation program for ournon-employee directors reflects the critical function they perform and enables us to attract and retain highly qualified directors. 

All currentnon-employee members of the Board are independent. Non-employee directors receive a combination of annual cash retainers and restricted stock unit (RSU) grants in amounts that correlate to their responsibilities and levels of Board participation, including service on Board committees.  Our only employee director, Mr. Walbert, receives no separate compensation for his service as a director or chair. 

Highlights

As an Irish-domiciled company traded in the United States, we consider ournon-employee director compensation, both in amount and structure, against two peer groups:  the 15 U.S.-traded, biopharma companies we use for executive compensation comparative purposes (please see“Compensation Discussion and Analysis – Peer Group”) and eight Irish-domiciled, U.S.-listed pharmaceutical and biopharma companies:  Alkermes plc, Allergan plc, Amarin Corporation plc, Endo International plc, Jazz Pharmaceuticals plc, Mallinckrodt plc, Perrigo Company and Prothena Corporation plc. 

The Compensation Committee reviews the compensation for ournon-employee directors annually.  To assist with the review, Radford, an independent compensation consultant, prepares a comprehensive assessment of ournon-employee director compensation program, which includes: 

The most recent review, conducted in October 2019, determined that: 

Cash Compensation

Our compensation policy fornon-employee directors who are not affiliated with any holder of more than 5% of our ordinary shares provides for annual cash compensation as set forth in the following table.  The cash compensation is generally payable in equal quarterly installments at the end of each quarter in which the services are provided.  For any independent director who joins after the beginning of the quarter, the cash compensation ispro-rated based on days served in that first partial quarter.

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Under our compensation policy, we reimburse our directors for their travel-related expenses, including lodging and other reasonable expenses incurred in attending meetings of the Board and committees of the Board. 

We will also reimburse eligiblenon-employee directors up to $15,000 annually for financial planning and tax services. 

Equity Compensation

On the date of each Annual General Meeting of Shareholders that coincides with or follows thenon-employee director’s initial appointment or election to the Board, eligiblenon-employee directors will automatically be granted RSUs with an aggregate value of $400,000, which will vest in full upon the earlier of the (i) first anniversary of the date of grant and (ii) date of the next Annual General Meeting of Shareholders. 

Any eligiblenon-employee director who is first elected or appointed to the Board on any date other than an Annual General Meeting of Shareholders will automatically be granted RSUs on the date that they are first elected or appointed to the Board with a value equal to the annual RSU grant, prorated based on the number of days between suchnon-employee director’s start date and theone-year anniversary of the date of the Annual General Meeting of Shareholders that most recently preceded such start date, which will vest in full upon the earlier of (i) the first anniversary of the date of the Annual General Meeting of Shareholders that most recently preceded such director’s start date and (ii) the date of the next Annual General Meeting of Shareholders. 

Recent Changes to theNon-Employee Director Compensation

In October 2018, the Compensation Committee, based on a comprehensive review of our director compensation with the assistance of Radford and proxy advisory firm feedback, approved a change to ournon-employee director compensation, reducing the value of the annual equity grant from $450,000 to $400,000 and replacing an automatic $600,000 equity grant upon anon-employee director’s first election or appointment to the Board with apro-rata annual equity grant. 

Non-Employee Director Compensation Summary

The following table sets forth compensation information for ournon-employee directors who earned or received compensation under our compensation policy fornon-employee directors or otherwise in 2019: