AVADEL PHARMACEUTICALS PLC (NASDAQ:AVDL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 28, 2017, Avadel Pharmaceuticals plc (the
“Company“) held its 2017 annual general meeting of
shareholders (the “2017 Meeting“). As reported below in
Item 5.07 of this current report on Form 8-K, at the 2017 Meeting
the shareholders of the Company approved the Avadel
Pharmaceuticals plc 2017 Omnibus Incentive Compensation Plan (the
“2017 Omnibus Plan“) and the Avadel Pharmaceuticals plc
2017 Employee Share Purchase Plan (the “2017 ESPP“).
A description of the material terms of the 2017 Omnibus Plan is
set forth beginning on page 36 of the Company’s definitive proxy
statement on Schedule 14A filed with the Securities and Exchange
Commission on May 1, 2017 (the “Proxy Statement“) under
the caption “Proposal 3 Approval of the Avadel Pharmaceuticals
plc 2017 Omnibus Incentive Compensation Plan”; such description
is incorporated herein by reference in its entirety. The complete
text of the 2017 Omnibus Plan is incorporated herein as Exhibit
10.1 to this current report on Form 8-K by reference to Annex A
to the Proxy Statement.
A description of the material terms of the 2017 ESPP is set forth
beginning on page 42 of the Proxy Statement under the caption
“Proposal 4 Approval of the Avadel Pharmaceuticals plc 2017
Employee Share Purchase Plan”; such description is incorporated
herein by reference in its entirety. The complete text of the
2017 ESPP is incorporated herein as Exhibit 10.2 to this current
report on Form 8-K by reference to Annex B to the Proxy
Statement.
On June 28, 2017, the Compensation Committee of the Company’s
Board of Directors approved the form of Stock Option Agreement
attached hereto as Exhibit 10.3 for use in connection with awards
of employee stock options under the 2017 Omnibus Plan, and such
form is incorporated by reference herein.
Item 5.07 Submission of Matters to a vote of Security Holders.
Results of Shareholders Votes at the 2017 Meeting. The
final voting results on each of the matters submitted to a vote
of security holders at the 2017 Meeting are set forth below.
There were 41,384,854 ordinary shares issued and outstanding at
5:00pm (Irish Standard Time) on May 19, 2017 and entitled to vote
at the 2017 Meeting. A total of 40,549,866 ordinary shares
(97.98%) were represented at the 2017 Meeting.
(i) Resolution 1. The shareholders approved each of the
six director nominees for one-year terms expiring at the 2018
annual general meeting of shareholders. The results of the
shareholders’ vote with respect to each director nominee were as
follows:
|
Nominee
|
For
|
Against
|
Abstentions
|
|||
|
Craig R. Stapleton
|
38,463,245
|
2,063,832
|
22,789
|
|||
|
Michael S. Anderson
|
40,300,495
|
223,581
|
25,790
|
|||
|
Francis J.T. Fildes
|
38,434,362
|
2,092,565
|
22,939
|
|||
|
Christophe Navarre
|
40,044,719
|
481,207
|
23,940
|
|||
|
Benoit Van Assche
|
38,057,001
|
2,466,123
|
26,742
|
|||
|
Peter Thornton
|
38,393,159
|
2,088,569
|
68,138
|
(ii) Resolution 2. The shareholders approved, on a
non-binding advisory basis, the appointment of Deloitte Touche
LLP as the Company’s independent registered public auditor and
accounting firm for the fiscal year ending December 31, 2017,
and the shareholder’s authorized, in a binding vote, the Audit
Committee of the Board of Directors to set the independent
registered public auditor and accounting firm remuneration. The
results of the shareholders’ vote with respect to such
resolution were as follows:
|
For
|
|
Against
|
|
Abstentions
|
|
40,488,168
|
|
25,584
|
|
36,144
|
(iii) Resolution 3. The shareholders approved the Avadel
Pharmaceuticals plc 2017 Omnibus Incentive Compensation Plan.
The results of the shareholders’ vote with respect to such
resolution were as follows:
|
For
|
|
Against
|
|
Abstentions
|
|
39,351,239
|
|
1,151,486
|
|
47,141
|
(iv) Resolution 4. The shareholders approved the Avadel
Pharmaceuticals plc 2017 Employee Share Purchase Plan. The
results of the shareholders’ vote with respect to such
resolution were as follows:
|
For
|
|
Against
|
|
Abstentions
|
|
39,668,984
|
|
837,443
|
|
43,439
|
No other matters were considered or voted upon at the 2017
Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
10.1
|
Avadel pharmaceuticals plc 2017 Omnibus Incentive
Compensation Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 1, 2017) |
|
|
10.2
|
Avadel pharmaceuticals plc 2017 Employee Share Purchase
Plan (incorporated herein by reference to Annex B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 1, 2017) |
|
|
10.3
|
Form of Stock Option Agreement
|
AVADEL PHARMACEUTICALS PLC ExhibitEX-10.3 2 ex10_3-06302017.htm EXHIBIT 10.3 Exhibit 10.3 Grant No. ______ AVADEL PHARMACEUTICALS PLC STOCK OPTION AGREEMENT UNDER THE 2017 OMNIBUS INCENTIVE COMPENSATION PLAN This Stock Option Agreement (this “Option Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Avadel Pharmaceuticals plc,…To view the full exhibit click here