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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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
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
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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)
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|
10.2
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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
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Form of Stock Option Agreement
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