ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
|
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 Annual General Meeting of
Shareholders (the Annual Meeting) of Endo International plc (the
Company), held on June8, 2017, the Companys shareholders approved
the amendment to the Companys Amended and Restated 2015 Stock
Incentive Plan (the Plan). The Plan was amended and restated to
increase by 10,000,000 the number of the Companys ordinary
shares, par value $0.0001 per share, that may be issued with
respect to awards under the Plan and to make certain other
changes to the Plans terms.
For a description of the terms and conditions of the Plan, as
amended and restated and approved by shareholders on June8, 2017,
see Description of Material Features of the Plan under Proposal
7: Amend the Endo International plc Amended and Restated 2015
Stock Incentive Plan in the proxy statement for the Companys
Annual Meeting filed with the Securities and Exchange Commission
on April28, 2017 (the 2017 Proxy), which description is
incorporated herein by reference. The foregoing description of
the Plan contained in the 2017 Proxy is qualified in its entirety
by reference to the full text of the Plan, as amended and
restated, a copy of which is set forth as Annex 3 to the 2017
Proxy and is filed herewith as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated by reference.
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
| (a) |
On June8, 2017, the Company held its Annual Meeting in Dublin, Ireland. |
| (b) | Shareholders voted on the matters set forth below. |
| 1. |
The proposal to elect, by separate resolutions, the following nine directors, representing all of the members of the Board of Directors of the Company, to serve until the next Annual Meeting or until their successors are duly elected and qualified was approved based upon the following votes: |
| Nominee | Votes For Approval | VotesAgainst | Abstentions |
Broker Non-Votes |
||||||||||||
|
Roger H. Kimmel |
154,819,153 | 2,193,529 | 91,081 | 25,778,077 | ||||||||||||
|
Paul V. Campanelli |
156,368,378 | 648,156 | 87,229 | 25,778,077 | ||||||||||||
|
Shane M. Cooke |
152,405,749 | 4,467,155 | 230,859 | 25,778,077 | ||||||||||||
|
Nancy J. Hutson, Ph.D. |
155,864,964 | 1,021,851 | 216,948 | 25,778,077 | ||||||||||||
|
Michael Hyatt |
154,146,130 | 2,865,551 | 92,082 | 25,778,077 | ||||||||||||
|
Douglas S. Ingram |
155,527,857 | 1,344,908 | 230,998 | 25,778,077 | ||||||||||||
|
William P. Montague |
155,392,005 | 1,483,544 | 228,214 | 25,778,077 | ||||||||||||
|
Todd B. Sisitsky |
153,582,362 | 3,289,791 | 231,610 | 25,778,077 | ||||||||||||
|
Jill D. Smith |
151,100,491 | 5,917,585 | 85,687 | 25,778,077 |
| 2. |
The proposal to approve the appointment of PricewaterhouseCoopers LLP (PWC) as the Companys independent registered public accounting firm for the year ending December31, 2017 and to authorize the Board of Directors, acting through the Audit Committee, to determine PWCs remuneration was approved based upon the following votes: |
|
Votes for approval |
181,652,398 | |||
|
Votes against |
912,576 | |||
|
Abstentions |
316,866 |
| 3. |
The proposal to approve, by advisory vote, named executive officer compensation was approved based upon the following votes: |
|
Votes for approval |
136,752,727 | |||
|
Votes against |
19,832,650 | |||
|
Abstentions |
518,386 | |||
|
Broker non-votes |
25,778,077 |
| 4. |
The proposal to approve, by advisory vote, the frequency of future advisory votes on named executive officer compensation received the following votes: |
|
For one year |
136,194,931 | |||
|
For two years |
114,111 | |||
|
For three years |
20,595,491 | |||
|
Abstentions |
199,230 | |||
|
Broker non-votes |
25,778,077 |
See item 5.07(d) below.
| 5. |
The proposal to approve the amendment of the Companys Memorandum of Association was approved based upon the following votes: |
|
Votes for approval |
180,314,901 | |||
|
Votes against |
1,671,276 | |||
|
Abstentions |
895,663 |
| 6. |
The proposal to approve the amendment of the Companys Articles of Association was approved based upon the following votes: |
|
Votes for approval |
180,259,008 | |||
|
Votes against |
1,656,148 | |||
|
Abstentions |
966,684 |
| 7. |
The proposal to approve the amendment of the Companys Amended and Restated 2015 Stock Incentive Plan was approved based upon the following votes: |
|
Votes for approval |
134,810,757 | |||
|
Votes against |
22,128,284 | |||
|
Abstentions |
164,722 | |||
|
Broker non-votes |
25,778,077 |
| 8. |
Such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof: |
None.
| (c) | Not applicable. |
| (d) |
Within 150 calendar days of the June8, 2017 Annual General Meeting, or no later than November5, 2017, the Company will file an Amended Current Report on Form 8-K/A to this Current Report on Form 8-K reflecting the Companys decision, in light of the voting results reflected in item (b)(4) above, as to how frequently the Company will include a shareholder vote on the compensation of named executive officers in its proxy materials until the next advisory vote on the frequency of future advisory votes on the compensation paid to the Companys named executive officers. An advisory vote on the frequency of future advisory votes on the compensation paid to the Companys named executive officers is required to be held at least once every six years. |
| Item8.01. | Other Events. |
On June 8, 2017, the Company issued a press release announcing
that it became aware of the U.S. Food and Drug Administrations
request for voluntary withdrawal of OPANA ER
(oxymorphonehydrochloride extended release) from the market. The
Company is reviewing the request and is evaluating the full range
of potential options as it determines the appropriate path
forward. A copy of the Companys press release is filed herewith
as Exhibit 99.1 and incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
Not applicable.
| (b) | Pro Forma Financial Information. |
Not applicable.
| (c) | Shell Company Transactions. |
Not applicable.
| (d) | Exhibits. |
|
No. |
Description |
|
| 10.1 |
Endo International plc Amended and Restated 2015 Stock Incentive Plan |
|
| 99.1 | Press Release of Endo International plc, dated June 8, 2017. |
