UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 29, 2025, Avadel Pharmaceuticals plc (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on June 18, 2025 (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 96,892,985. The number of Ordinary Shares present or represented by valid proxy at the Annual Meeting was 83,659,463, 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 | 55,893,759 | 11,003,833 | 73,447 | 16,688,424 | ||||||||||||
| Dr. Eric J. Ende | 54,662,863 | 12,179,679 | 128,497 | 16,688,424 | ||||||||||||
| Geoffrey M. Glass | 55,513,034 | 11,294,176 | 163,829 | 16,688,424 | ||||||||||||
| Dr. Mark A. McCamish | 54,941,279 | 11,975,126 | 54,634 | 16,688,424 | ||||||||||||
| Linda S. Palczuk | 55,634,574 | 11,150,992 | 185,473 | 16,688,424 | ||||||||||||
| Peter J. Thornton | 54,875,660 | 12,038,935 | 56,444 | 16,688,424 | ||||||||||||
| Dr. Naseem S. Amin | 54,468,817 | 12,317,559 | 184,663 | 16,688,424 | ||||||||||||
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, 2025, 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 | ||||||||||
| 78,493,206 | 4,621,257 | 545,000 | 0 | ||||||||||
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 2026 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, 2025 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.
No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| July 29, 2025 | AVADEL PHARMACEUTICALS PLC | ||
| By: | /s/ Jerad G. Seurer | ||
| Name: | Jerad G. Seurer | ||
| Title: | General Counsel & Corporate Secretary | ||