Jazz Pharmaceuticals plc

26/07/2024 | Press release | Distributed by Public on 26/07/2024 20:09

Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.07. Submission of Matters to a Vote of Security Holders.
Results of Matters Presented at the 2024 Annual General Meeting of Shareholders
On July 25, 2024, we held our 2024 annual general meeting of shareholders, or the Annual Meeting, at our corporate headquarters located at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland. At the Annual Meeting, our shareholders voted on five proposals, each of which is described in more detail in our definitive proxy statement on Schedule 14A as filed with the SEC on June 14, 2024, or the Proxy Statement. The results of the matters presented at the Annual Meeting, based on the presence in person or by proxy of holders of 58,033,376 of the 63,062,356 ordinary shares entitled to vote, are described below.
Proposal 1
Proposal 1 was to elect by separate resolutions each of the four nominees for director named below to hold office until our 2027 annual general meeting of shareholders. Each of the four nominees for director was elected as follows:
Director Nominees For Against Abstain Broker Non-Votes
Laura J. Hamill 52,774,330 1,432,999 133,482 3,692,565
Patrick Kennedy 52,306,399 1,901,706 132,706 3,692,565
Kenneth W. O'Keefe 50,931,857 3,280,188 128,766 3,692,565
Mark D. Smith, M.D. 50,507,449 3,685,604 147,758 3,692,565
Proposal 2
Proposal 2 was to ratify, on a non-binding advisory basis, the appointment of KPMG, Dublin as our independent auditors for the fiscal year ending December 31, 2024 and to authorize, in a binding vote, our board of directors, acting through the audit committee, to determine the auditors' remuneration. This proposal was approved as follows:
For Against Abstain Broker Non-Votes
56,719,225 1,184,200 129,951 -
Proposal 3
Proposal 3 was to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement. This proposal was approved as follows:
For Against Abstain Broker Non-Votes
49,319,464 4,780,265 241,082 3,692,565
Proposal 4
Proposal 4 was to indicate, on a non-binding advisory basis, the preferred frequency of the advisory vote on the compensation of our named executive officers. This proposal was approved as follows:
One Year Two Years Three Years Abstain
52,718,915 54,976 1,372,716 194,204
Proposal 5
Proposal 5 was to grant our board of directors authority under Irish law to allot and issue ordinary shares for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply. This proposal was approved as follows:
For Against Abstain Broker Non-Votes
52,568,310 5,308,898 156,168 -
Proposal 6
Proposal 6 was to approve any motion to adjourn the Annual 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 Meeting to approve Proposal 5. As no motion to adjourn the Annual Meeting was made, Proposal 6 was not put to a vote of the shareholders at the Annual Meeting.