01/08/2024 | Press release | Distributed by Public on 02/08/2024 03:14
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 30, 2024, Avadel Pharmaceuticals plc (the "Company") held its 2024 Annual Meeting of Shareholders (the "Annual Meeting"). Proxies were solicited pursuant to the Company's definitive proxy statement filed on June 18, 2024 (the "Proxy Statement"). The number of ordinary shares, par value $0.01 per share, of the Company (the "Ordinary Shares") entitled to vote at the Annual Meeting was 96,120,273. The number of Ordinary Shares present or represented by valid proxy at the Annual Meeting was 72,199,384, thus establishing a quorum for the Annual Meeting. The voting results reported below are final.
The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal 1: By separate resolutions, to elect Gregory J. Divis, Dr. Eric J. Ende, Geoffrey M. Glass, Dr. Mark A. McCamish, Linda S. Palczuk, Peter J. Thornton and Dr. Naseem S. Amin as directors to the Board of Directors (the "Board"), each to serve a one-year term expiring at the conclusion of the next annual general meeting of shareholders.
Nominees |
For Nominee |
Against Nominee |
Withhold Authority for Nominee |
Broker Non-Votes |
||||||||||||
Gregory J. Divis | 48,809,808 | 4,581,316 | 37,580 | 18,770,680 | ||||||||||||
Dr. Eric J. Ende | 47,813,619 | 5,572,208 | 42,877 | 18,770,680 | ||||||||||||
Geoffrey M. Glass | 48,119,067 | 5,266,257 | 43,380 | 18,770,680 | ||||||||||||
Dr. Mark A. McCamish | 48,811,358 | 4,576,847 | 40,499 | 18,770,680 | ||||||||||||
Linda S. Palczuk | 48,128,173 | 5,258,040 | 42,491 | 18,770,680 | ||||||||||||
Peter J. Thornton | 48,823,282 | 4,562,281 | 43,141 | 18,770,680 | ||||||||||||
Dr. Naseem S. Amin | 48,738,654 | 4,646,143 | 43,907 | 18,770,680 |
Proposal 2: To ratify, on a non-binding advisory basis, the appointment of Deloitte & Touche LLP as the Company's independent registered public auditor and accounting firm for the fiscal year ending December 31, 2024, and to authorize, in a binding vote, the Audit Committee of the Board to set the independent registered public auditor and accounting firm remuneration.
Shares Voted For | Shares Against | Shares Abstaining | Broker Non-Votes | |||
70,739,385 | 1,299,493 | 160,506 | 0 |
Proposal 3: To approve, on a non-binding advisory basis, the compensation of the named executive officers of the Company as disclosed in the Proxy Statement.
Shares Voted For | Shares Against | Shares Abstaining | Broker Non-Votes | |||
47,961,536 | 5,105,188 | 361,980 | 18,770,680 |
Based on the foregoing, Gregory J. Divis, Dr. Eric J. Ende, Geoffrey M. Glass, Dr. Mark A. McCamish, Linda S. Palczuk, Peter J. Thornton and Dr. Naseem S. Amin were elected as directors, each to serve a one-year term expiring at the conclusion of the 2025 annual general meeting of shareholders and until each such director's successor shall have been duly elected and qualified or until his or her earlier resignation or removal. Deloitte & Touche LLP was ratified, on a non-binding advisory basis, as the Company's independent registered public auditor and accounting firm for the fiscal year ending December 31, 2024 and the shareholders of the Company authorized, in a binding vote, the Audit Committee of the Board to set the independent registered public auditor and accounting firm remuneration. The shareholders of the Company approved, on a non-binding advisory basis, the compensation of the named executive officers of the Company as disclosed in the Proxy Statement.
No other matters were submitted to or voted on by the Company's shareholders at the Annual Meeting.