8-K 1 a061120198-kannualmeetingv.htm 8-K ANNUAL MEETING VOTE RESULTS 06.11.2019 8-K ANNUAL MEETING VOTE RESULTS


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): June 11, 2019

_______________________________
ENDO INTERNATIONAL PLC
(Exact Name of Registrant as Specified in Its Charter)
_______________________________
Ireland
001-36326
68-0683755
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland
Not Applicable
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code 011-353-1-268-2000
Not Applicable
Former name or former address, if changed since last report

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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
o    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. o





Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, at the 2019 Annual General Meeting of Shareholders (the Annual Meeting) of Endo International plc (the Company), held on June 11, 2019, the Company’s shareholders approved the amendment and restatement of the Company’s Amended and Restated 2015 Stock Incentive Plan (the Plan). The Plan was amended and restated to increase the authorized number of the Company’s ordinary shares, par value $0.0001 per share, that may be issued for awards issuable under the Plan by seven million (7,000,000) shares and to make certain other changes to the Plan’s terms.
For a description of the terms and conditions of the Plan, as amended and restated, see “Description of Material Features of the Plan” under “Proposal 3: Approval of the Endo International plc Amended and Restated 2015 Stock Incentive Plan” in the proxy statement for the Company’s Annual Meeting filed with the Securities and Exchange Commission on April 29, 2019 (the 2019 Proxy), which description is incorporated herein by reference. The foregoing description of the Plan contained herein and in the 2019 Proxy is qualified in its entirety by reference to the full text of the Plan, as amended and restated and approved by shareholders on June 11, 2019, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
(a)    On June 11, 2019, the Company held its Annual Meeting in Dublin, Ireland.
(b)    The matters voted on by shareholders at the Annual Meeting and the results of such voting are set forth below.
1.The proposal to elect, by separate resolutions, the following directors, representing all of the members of the Board of Directors of the Company (the Board), to serve until the next annual general meeting of shareholders or until their death, resignation or removal, if earlier, was approved based upon the following votes:
Nominee
Votes For Approval

Votes Against

Abstentions

Broker Non-Votes

Roger H. Kimmel
179,399,037

2,742,705

47,877

25,176,786

Paul V. Campanelli
181,476,930

645,704

66,985

25,176,786

Shane M. Cooke
177,742,163

4,391,823

55,633

25,176,786

Nancy J. Hutson, Ph.D.
181,059,627

1,082,702

47,290

25,176,786

Michael Hyatt
178,982,291

3,160,025

47,303

25,176,786

Sharad S. Mansukani, M.D.
181,206,127

933,255

50,237

25,176,786

William P. Montague
179,829,509

2,311,881

48,229

25,176,786

2.The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers was approved based upon the following votes:
Votes for approval
173,882,633

Votes against
8,231,051

Abstentions
75,935

Broker non-votes
25,176,786

3.The proposal to approve the Endo International plc Amended and Restated 2015 Stock Incentive Plan was approved based upon the following votes:
Votes for approval
177,427,137

Votes against
4,575,251

Abstentions
187,231

Broker non-votes
25,176,786

4.The proposal to renew the Board's existing authority to issue shares under Irish law was approved based upon the following votes:
Votes for approval
202,838,409

Votes against
3,663,899

Abstentions
864,097






5.The proposal to renew the Board's existing authority to opt-out of statutory pre-emption rights under Irish law was approved based upon the following votes:
Votes for approval
203,982,059

Votes against
2,341,927

Abstentions
1,042,419

6.The proposal to approve the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 and the authorization of the Board, acting through the Audit Committee, to determine the independent registered public accounting firm's remuneration was approved based upon the following votes:
Votes for approval
201,635,617

Votes against
5,068,888

Abstentions
661,900

7.Such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof:
None.
(c)    Not applicable.
(d)    Not applicable.
Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits.





SIGNATURE
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.
 
 
ENDO INTERNATIONAL PLC
 
 
By:
/s/ Matthew J. Maletta
Name:
Matthew J. Maletta
Title:
Executive Vice President,
Chief Legal Officer
Dated: June 11, 2019