ALLERGAN PLC (NYSE:AGN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
|
Submission of Matters to a Vote of Security Holders. |
On May4, 2017, Allergan plc (the Company or Allergan) held its
2017 Annual General Meeting of Shareholders (the AGM) in Dublin,
Ireland. There were 335,496,312 ordinary shares of Allergan
outstanding as of March8, 2017, the record date for the AGM. A
quorum was present at the AGM.
At the AGM, the Companys shareholders voted on six of a total of
six proposals, as described below.
| 1. | Election of Directors: |
The following directors were individually re-appointed as members
of the Board of Directors to hold office until the 2018 Annual
General Meeting of Shareholders or until each of their respective
successors is duly elected and qualified, with voting results as
follows:
| For | Against | Abstain | BrokerNon-Votes | |||||
|
Nesli Basgoz, M.D. |
270,911,160 | 1,505,924 | 1,924,759 | 23,785,718 | ||||
|
Paul M. Bisaro |
258,768,731 | 14,372,735 | 1,200,377 | 23,785,718 | ||||
|
James H. Bloem |
271,827,774 | 1,305,816 | 1,208,253 | 23,785,718 | ||||
|
Christopher W. Bodine |
269,419,574 | 3,714,610 | 1,207,659 | 23,785,718 | ||||
|
Adriane M. Brown |
271,897,419 | 1,238,175 | 1,206,249 | 23,785,718 | ||||
|
Christopher J. Coughlin |
270,382,710 | 2,746,868 | 1,212,265 | 23,785,718 | ||||
|
Catherine M. Klema |
268,437,484 | 4,700,530 | 1,203,829 | 23,785,718 | ||||
|
Peter J. McDonnell, M.D. |
271,495,801 | 1,642,640 | 1,203,402 | 23,785,718 | ||||
|
Patrick J. OSullivan |
271,841,612 | 1,294,225 | 1,206,006 | 23,785,718 | ||||
|
Brenton L. Saunders |
266,443,768 | 6,030,959 | 1,867,116 | 23,785,718 | ||||
|
Ronald R. Taylor |
268,339,103 | 4,788,555 | 1,214,185 | 23,785,718 | ||||
|
Fred G. Weiss |
266,742,308 | 6,388,237 | 1,211,298 | 23,785,718 |
| 2. |
Advisory Vote on the Compensation of Named Executive Officers: |
The Companys shareholders voted to approve, in a non-binding
vote, the compensation of the Companys Named Executive Officers,
as such compensation was described in the Compensation Discussion
and Analysis, compensation tables and narrative discussion set
forth in the Companys 2017 Proxy Statement dated March24, 2017,
with voting results as follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||
|
263,871,717 |
5,534,144 | 4,935,982 | 23,785,718 |
| 3. |
Advisory Vote on the Frequency of an Advisory Vote on the Compensation of Our Named Executive Officers: |
The Companys shareholders voted to recommend, in a non-binding
vote, whether a shareholder vote to approve the compensation of
the Companys Named Executive Officers should occur every one, two
or three years, with voting results as follows:
|
One Year |
Two Years |
Three Years |
Abstain |
|||
|
252,577,560 |
358,826 | 20,113,354 | 1,292,103 |
| 4. |
Ratification of the Appointment of PricewaterhouseCoopers LLP: |
The Companys shareholders ratified, in a non-binding vote, the
appointment of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December31, 2017 and authorized, in a binding vote, the
Board of Directors, acting through its Audit and Compliance
Committee, to determine PricewaterhouseCoopers LLPs remuneration,
with voting results as follows:
|
For |
Against |
Abstain |
||
| 291,248,629 | 5,609,728 | 1,269,204 |
| 5. | Performance Goals: |
The Companys shareholders approved the material terms of the
performance goals for the purposes of Section162(m) of the
Internal Revenue Code under the Allergan plc 2017 Annual
Incentive Compensation Plan, with voting results as follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||
|
266,217,197 |
3,400,873 | 4,723,773 | 23,785,718 |
| 6. |
Shareholder Proposal regarding an Independent Board Chairman: |
The Companys shareholders rejected a shareholder proposal that
the Company adopt as policy, and amend our governing documents as
necessary, to require the Chair of the Board of Directors,
whenever possible, to be an independent member of the Board, with
voting results as follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||
|
56,223,593 |
216,646,396 | 1,471,854 | 23,785,718 |
ALLERGAN PLC (NYSE:AGN) Recent Trading Information
ALLERGAN PLC (NYSE:AGN) closed its last trading session down -0.28 at 244.94 with 1,505,267 shares trading hands.