8-K 1 d381660d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-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 3, 2017

 

 

Horizon Pharma 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

 

 

Check the appropriate box below if the Form 8-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 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 Rule 12b-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.  ☐

 

 

 

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 2017 Annual General Meeting of Shareholders held on May 3, 2017.

Proposal 1 — Election of directors.

The following directors were elected to serve for three-year terms until the 2020 Annual General Meeting of Shareholders and until their respective successors are duly elected and qualified.

 

Director Elected                    

   

For

   

Against

   

Abstain

   

Broker Non-Votes

Gino Santini    117,063,013    1,858,428    133,885    17,838,622
Timothy P. Walbert    116,815,283    2,106,839    133,204    17,838,622

Proposal 2 — Approval of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 and the authorization of the Audit Committee of our Board of Directors to determine the auditors’ remuneration.

 

For

   

Against

   

Abstain

   

Broker Non-Votes

135,523,139    1,189,060    181,749    0

Proposal 3 — Approval, on an advisory basis, of the compensation of our named executive officers.

 

For

   

Against

   

Abstain

   

Broker Non-Votes

115,260,760    3,364,914    429,652    17,838,622

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

134,830,377    1,935,959    127,612    0

Proposal 5 — Approval of an amendment to our Articles of Association to provide that, in the event of a contested election, directors will be elected by a plurality voting standard.

 

For

   

Against

   

Abstain

   

Broker Non-Votes

117,190,246    1,708,439    156,641    17,838,622

The foregoing description of the amendment to our Articles of Association is not intended to be complete and is qualified in its entirety by reference to the full text of our Memorandum and Articles of Association, as amended, a copy of which is filed as Exhibit 3.1 to this current report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

   

Description

3.1    Memorandum and Articles of Association of Horizon Pharma Public Limited Company, as amended.

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 4, 2017     HORIZON PHARMA PUBLIC LIMITED COMPANY
    By:   /s/ Paul W. Hoelscher
      Paul W. Hoelscher
      Executive Vice President, Chief Financial Officer

EXHIBIT INDEX

 

Exhibit No.

   

Description

3.1    Memorandum and Articles of Association of Horizon Pharma Public Limited Company, as amended.