ARALEZ PHARMACEUTICALS INC. (NASDAQ:ARLZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ARALEZ PHARMACEUTICALS INC. (NASDAQ:ARLZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.07. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On June29, 2018, the shareholders of Aralez Pharmaceuticals Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated 2016 Long-Term Incentive Plan (as amended and restated, the “2016 Plan”) at the Company’s annual meeting of shareholders (the “Meeting”). The 2016 Plan had been previously approved by the board of directors of the Company (the “Board”) on March7, 2018, subject to shareholder approval, in order to adopt a limit on the number of awards that may be granted to a non-employee director during any one calendar year.

The description of the 2016 Plan is qualified in its entirety by reference to the full text of the 2016 Plan, which is attached hereto as Exhibit10.1, and the terms of which are incorporated by reference into this Item 5.07.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Meeting, the following matters were submitted to a vote of shareholders:

· The approval of the 2016 Plan (Proposal 3); and

· A non-binding, advisory vote to approve the Company’s approach to the compensation of its named executive officers, as disclosed in the Company’s proxy statement dated May18, 2018 (“say-on-pay”) (Proposal 4).

At the close of business on May10, 2018, the record date for the determination of shareholders entitled to vote at the Meeting, there were 67,194,277 common shares outstanding and entitled to vote at the Meeting. The holders of 48,911,838 common shares were represented in person or by proxy at the Meeting, constituting a quorum. At the Meeting, each of the director nominees was elected, and all other proposals submitted to shareholders were approved, as described below.

Proposal 1. Election of Directors

The vote to elect seven directors to the Board was as follows:

For

Withheld

BrokerNon-Votes

Adrian Adams

15,246,171

2,773,773

30,891,894

Kenneth B. Lee,Jr.

15,197,622

2,822,322

30,891,894

Arthur S. Kirsch

15,225,514

2,794,430

30,891,894

Seth A. Rudnick, M.D.

15,226,552

2,793,392

30,891,894

Neal F. Fowler

15,270,738

2,749,206

30,891,894

Rob Harris

15,953,415

2,066,529

30,891,894

F. Martin Thrasher

15,969,193

2,050,751

30,891,894

Proposal 2. Appointment of Auditors

The vote to approve the appointment of E&Y, an independent registered public accounting firm, as the Company’s auditors for the fiscal year ending December31, 2018 was as follows:

For

Withheld

46,959,314

1,952,524

Proposal 3. Approval of the 2016 Plan

The vote to approve the 2016 Plan was as follows:

For

Against

Abstain

BrokerNon- Votes

15,650,594

2,003,453

365,896

30,891,895

Proposal 4. Non-Binding Say-on-Pay Vote

The non-binding, advisory vote to approve the Company’s approach to the compensation of its named executive officers as disclosed in the Company’s proxy statement dated May18, 2018 was as follows:

For

Against

Abstain

BrokerNon- Votes

14,783,690

2,634,297

601,955

30,891,896

Item 5.07. Financial Statements and Exhibits.

(d) Exhibits.


Aralez Pharmaceuticals Inc. Exhibit
EX-10.1 2 a18-16152_1ex10d1.htm EX-10.1 Exhibit 10.1   Annex A   ARALEZ PHARMACEUTICALS INC. SECOND AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN   TABLE OF CONTENTS       Page 1. History; Effective Date 1       2. Purposes of the Plan 1       3. Terminology 1       4. Administration 1         (a) Administration of the Plan 1           (b) Powers of the Administrator 3           (c) Delegation of Administrative Authority 3           (d) Non-Uniform Determinations 3           (e) Limited Liability; Advisors 4           (f) Indemnification 4           (g) Effect of Administrator’s Decision 4       5. Shares Issuable Pursuant to Awards 4         (a) Initial Share Pool 4           (b) Adjustments to Share Pool 5           (c) Code Section 162(m) Individual Limits 5           (d) ISO Limit 6           (e) Source of Shares 6           (f) Stock Exchange Limits 6       6. Participation 7       7. Awards 7       (a) Awards,…
To view the full exhibit click here

About ARALEZ PHARMACEUTICALS INC. (NASDAQ:ARLZ)

Aralez Pharmaceuticals Inc. is a Canada-based specialty pharmaceutical company. The Company focuses on acquiring, developing and commercializing products in cardiovascular, pain and other areas. The Company’s products include Fibricor, Cambia, Fiorinal, Fiorinal C, Soriatane, Bezalip SR, NeoVisc, Uracyst, Durela, Proferrin, Resultz and Collatamp G. Its development products include YOSPRALA and Bilastine. Fibricor (fenofibric acid) is indicated as a complementary therapy along with diet for the treatment of hypertriglyceridemia, and as a complementary therapy along with diet to reduce elevated low-density lipoprotein cholesterol (LDL-C), total cholesterol (Total-C), triglycerides (TG) and apolipoprotein B (Apo B). Fibricor is also used to increase high-density lipoprotein (HDL) cholesterol (HDL-C) in patients with hypercholesterolemia or mixed dyslipidemia. Cambia (diclofenac potassium for oral solution) is a non-steroidal anti-inflammatory drug (NSAID).

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