UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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 amendment and restatement of our Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”), subject to shareholder approval, to, among other things, increase the aggregate number of our ordinary shares authorized for issuance under the 2020 Plan by 4,800,000 shares (the “Amended 2020 Plan”). On April 28, 2022, our shareholders approved the Amended 2020 Plan.
A complete copy of the Amended 2020 Plan is filed herewith as Exhibit 99.1. The above summary of the Amended 2020 Plan does not purport to be complete and is qualified in its entirety by reference to such exhibit.
| 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 2022 Annual General Meeting of Shareholders held on April 28, 2022.
Proposal 1 — Election of directors.
The following directors were elected to serve for three-year terms until the 2025 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 |
133,104,780 | 55,303,847 | 58,239 | 7,998,580 | ||||||||||||
| Jeff Himawan, Ph.D. |
183,759,968 | 4,633,555 | 73,343 | 7,998,580 | ||||||||||||
| Susan Mahony, Ph.D. |
184,749,569 | 3,646,326 | 70,971 | 7,998,580 | ||||||||||||
Proposal 2 — Approval of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 and the authorization of the Audit Committee of our Board of Directors to determine the auditors’ remuneration.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 193,700,761 |
2,717,730 | 46,955 | 0 |
Proposal 3 — Approval, on an advisory basis, of the compensation of our named executive officers.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 170,922,400 |
16,051,800 | 1,492,666 | 7,998,580 |
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 | |||
| 188,194,146 |
240,687 | 32,033 | 7,998,580 |
Proposal 5 — Approval of our Amended 2020 Plan.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 173,858,804 |
14,539,750 | 68,312 | 7,998,580 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan, 2020 Restricted Stock Unit Award Sub-Plan and Form of Option Agreement, Form of Stock Option Grant Notice, Forms of Restricted Stock Unit Agreement and Forms of Restricted Stock Unit Grant Notice thereunder. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: April 29, 2022 | HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY | |||||
| By: | /s/ Paul W. Hoelscher | |||||
| Paul W. Hoelscher | ||||||
| Executive Vice President and Chief Financial Officer | ||||||