Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On August 4, 2022, Avadel Pharmaceuticals plc (the “Company”)
held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). Proxies were solicited pursuant to the Company’s
definitive proxy statement filed on April 29, 2022, as amended on June 15, 2022 (the “Proxy Statement”), with the Securities
and Exchange Commission (the “Commission”) under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number
of ordinary shares, par value $0.01 per share, of the Company (the “Ordinary Shares”) entitled to vote at the Annual Meeting
was 59,038,237. The number of Ordinary Shares present or represented by valid proxy at the
Annual Meeting was 58,955,711, thus establishing a quorum for the Annual Meeting. The voting
results reported below are final.
The following is a tabulation of the voting on the proposals presented
at the Annual Meeting:
Proposal
1: By separate resolutions, to elect Gregory J. Divis, Dr. Eric J. Ende, Geoffrey M. Glass, Dr. Mark A. McCamish, Linda S.
Palczuk and Peter J. Thornton as directors to the Board of Directors (the “Board”), each to serve a one-year term expiring
at the conclusion of the next annual general meeting of shareholders.
Nominees |
|
For
Nominee |
|
Against
Nominee |
|
Withhold Authority
for Nominee |
|
Broker
Non-Votes |
|
Gregory J. Divis |
|
55,336,686 |
|
795,928 |
|
2,823,097 |
|
0 |
|
Dr. Eric J. Ende |
|
55,544,522 |
|
796,535 |
|
2,614,654 |
|
0 |
|
Geoffrey M. Glass |
|
55,271,287 |
|
1,029,722 |
|
2,654,702 |
|
0 |
|
Dr. Mark A. McCamish |
|
55,591,196 |
|
748,895 |
|
2,615,620 |
|
0 |
|
Linda S. Palczuk |
|
55,392,843 |
|
953,316 |
|
2,609,552 |
|
0 |
|
Peter J. Thornton |
|
55,781,794 |
|
555,732 |
|
2,618,185 |
|
0 |
|
Proposal
2: To ratify, in a non-binding vote, the appointment of Deloitte & Touche LLP as the Company’s independent registered
public auditor and accounting firm for the fiscal year ending December 31, 2022 and to authorize, in a binding vote, the Audit Committee
of the Board to set the independent registered public auditor and accounting firm remuneration.
Shares Voted For |
|
Shares Against |
|
Shares Abstaining |
|
Broker Non-Votes |
54,277,991 |
|
2,023,112 |
|
2,654,608 |
|
0 |
Proposal 3 was withdrawn as disclosed in the Company’s Amendment
No. 1 to the Proxy Statement, filed with the Commission on June 15, 2022.
Proposal
4: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed
in the Proxy Statement.
Shares Voted For |
|
Shares Against |
|
Shares Abstaining |
|
Broker Non-Votes |
54,961,879 |
|
1,108,411 |
|
2,885,421 |
|
0 |
Proposal
5: To conduct a non-binding advisory vote on the frequency of future advisory votes on executive compensation. The Board recommended,
and the Company’s shareholders approved, on a non-binding, advisory basis, to set the frequency of future non-binding, advisory
votes on the compensation of the Company’s named executive officers to every two years.
One Year |
|
Two Years |
|
Three Years |
|
Shares Abstaining |
|
Broker Non-Votes |
9,156,567 |
|
46,590,787 |
|
441,891 |
|
2,766,466 |
|
0 |
Based on the
foregoing, Gregory J. Divis, Dr. Eric J. Ende, Geoffrey M. Glass, Dr. Mark A. McCamish, Linda S. Palczuk and Peter J. Thornton were elected
as directors, each to serve a one-year term expiring at the conclusion of the 2023 annual general meeting of shareholders and until each
such director’s successor shall have been duly elected and qualified or until his or her earlier resignation or removal. Deloitte
& Touche LLP was ratified as the Company’s independent registered public auditor and accounting firm for the fiscal year ending
December 31, 2022 and the shareholders of the Company authorized, in a non-binding vote, the Audit Committee of the Board to set the independent
registered public auditor and accounting firm remuneration. The shareholders of the Company approved, on a non-binding, advisory
basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The shareholders of the Company
approved, on a non-binding, advisory basis, to set the frequency of future non-binding, advisory votes on the compensation of the Company’s
named executive officers to every two years. The Board considered the voting results on Proposal
5 and other factors, and has determined that the Company will hold future non-binding, advisory votes on the compensation of the
Company’s named executive officers every two years.
No other matters were submitted to or voted
on by the Company’s shareholders at the Annual Meeting.