UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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 2, 2019
Horizon Therapeutics Public Limited Company
(Exact name of registrant as specified in its charter)
Ireland | 001-35238 | Not Applicable | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland
(Address of principal executive offices)
Registrant’s telephone number, including area code:011-353-1-772-2100
Horizon Pharma Public Limited Company
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 or Rule12b-2 of the Securities Exchange Act of 1934.
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Ordinary shares, nominal value $0.0001 per share | HZNP | The Nasdaq Global Select Market |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) The Compensation Committee of our Board of Directors previously approved the (i) amendment and restatement of our Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”), subject to shareholder approval, to, among other things, increase the aggregate number of our ordinary shares authorized for issuance under the 2014 Plan by 9,000,000 shares (the “Amended 2014 Plan”) and (ii) amendment of our 2014Non-Employee Equity Plan (the “2014Non-Employee Plan”), subject to shareholder approval, to, among other things, increase the aggregate number of our ordinary shares authorized for issuance under the 2014Non-Employee Plan by 750,000 shares (the “Amended 2014Non-Employee Plan”). On May 2, 2019, our shareholders approved the Amended 2014 Plan and the Amended 2014Non-Employee Plan.
A complete copy of the Amended 2014 Plan and the Amended 2014Non-Employee Plan are filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively. The above summaries of the Amended 2014 Plan and the Amended 2014Non-Employee Plan do not purport to be complete and are qualified in their entirety by reference to such exhibits.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Set forth below are the results of the matters submitted for a vote of shareholders at our 2019 Annual General Meeting of Shareholders held on May 2, 2019 (the “Annual General Meeting”).
Proposal 1 — Election of directors.
The following directors were elected to serve for three-year terms until the 2022 Annual General Meeting of Shareholders and until their respective successors are duly elected and qualified.
Director Elected | For | Against | Abstain | Broker Non-Votes | ||||||||||||
Michael Grey | 130,835,984 | 15,754,617 | 71,291 | 13,941,477 | ||||||||||||
Jeff Himawan, Ph.D. | 131,647,475 | 14,946,607 | 67,810 | 13,941,477 |
Proposal 2 — Approval of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 and the authorization of the Audit Committee of our Board of Directors to determine the auditors’ remuneration.
For | Against | Abstain | Broker Non-Votes | |||
159,835,853 | 687,684 | 79,832 | 0 |
Proposal 3 — Approval, on an advisory basis, of the compensation of our named executive officers.
For | Against | Abstain | Broker Non-Votes | |||
125,591,174 | 20,881,944 | 188,774 | 13,941,477 |
Proposal 4 — Authorization for us and/or any of our subsidiaries to make market purchases or overseas market purchases of our ordinary shares.
For | Against | Abstain | Broker Non-Votes | |||
160,046,663 | 228,575 | 328,131 | 0 |
Proposal 5 — Approval of an authorized share capital increase from €40,000 and $30,000 to €40,000 and $60,000 by the creation of an additional 300,000,000 ordinary shares of nominal value $0.0001 per share.
For | Against | Abstain | Broker Non-Votes | |||
154,344,183 | 6,005,813 | 253,373 | 0 |
Proposal 6 — Renewal of our Board of Directors’ existing authority to allot and issue ordinary shares for cash andnon-cash consideration under Irish law.
For | Against | Abstain | Broker Non-Votes | |||
125,233,857 | 35,194,827 | 174,685 | 0 |
Proposal 7 — Renewal of our Board of Directors’ existing authority to allot and issue ordinary shares for cash without first offering those ordinary shares to existing shareholders pursuant to the statutorypre-emption right that would otherwise apply under Irish law.
For | Against | Abstain | Broker Non-Votes | |||
121,518,115 | 38,973,469 | 111,785 | 0 |
Proposal 8 — Approval of a motion to adjourn the Annual General Meeting, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the Annual General Meeting to approve Proposal 7.
For | Against | Abstain | Broker Non-Votes | |||
101,718,667 | 44,866,375 | 76,850 | 13,941,477 |
Proposal 9 — Approval of a change of the name of our company to Horizon Therapeutics Public Limited Company.
For | Against | Abstain | Broker Non-Votes | |||
160,223,398 | 200,163 | 179,808 | 0 |
Proposal 10 — Approval of our Amended 2014 Plan.
For | Against | Abstain | Broker Non-Votes | |||
137,302,924 | 9,198,091 | 160,877 | 13,941,477 |
Proposal 11 — Approval of our Amended 2014Non-Employee Plan.
For | Against | Abstain | Broker Non-Votes | |||
100,770,723 | 45,705,724 | 185,445 | 13,941,477 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
Date: May 6, 2019 | HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY | |||||
By: | /s/ Paul W. Hoelscher | |||||
Paul W. Hoelscher | ||||||
Executive Vice President, Chief Financial Officer |