UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Set forth below are the results of the matters submitted for a vote of shareholders at our 2023 Annual General Meeting of Shareholders held on July 27, 2023.
Proposal 1 — Election of directors.
The following directors were elected to serve for three-year terms expiring at the 2026 Annual General Meeting of Shareholders and until their respective successors are duly elected and qualified, or, if sooner, until the respective director’s death, resignation, disqualification or removal.
| Director Elected |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Gino Santini |
151,483,008 | 5,400,292 | 276,244 | 11,655,073 | ||||||||||||
| James Shannon, M.D. |
131,479,967 | 25,396,734 | 282,843 | 11,655,073 | ||||||||||||
| Timothy P. Walbert |
142,310,378 | 14,398,120 | 451,046 | 11,655,073 | ||||||||||||
Proposal 2 — Approval of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 and the authorization of the Audit Committee of our Board of Directors to determine the auditors’ remuneration.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 165,306,334 | 3,134,859 | 373,424 | 0 |
Proposal 3 — Approval, on an advisory basis, of the compensation of our named executive officers.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 91,107,568 | 65,607,818 | 444,158 | 11,655,073 |
FURTHER INFORMATION
Statement Required by the Irish Takeover Rules
The directors of Horizon accept responsibility for the information contained in this report. To the best of the knowledge and belief of the directors of Horizon (who have taken all reasonable care to ensure that such is the case), the information contained in this report is in accordance with the facts and does not omit anything likely to affect the import of such information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ in 1% or more of any class of ‘relevant securities’ of the Company, that person must publicly disclose all ‘dealings’ in any ‘relevant securities’ of the Company during the ‘offer period’, by not later than 3:30 p.m. (E.T.) on the ‘business day’ following the date of the relevant transaction.
If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of the Company or any securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
In addition, each of the Company and any offeror must make an ‘opening position disclosure’ by no later than 12:00 noon (E.T.) on the date falling ten ‘business days’ following the commencement of the ‘offer period’ or the announcement that first identifies a securities exchange offeror, as applicable, and disclose details of any ‘dealings’ by it or any person ‘acting in concert’ with it in ‘relevant securities’ during the ‘offer period’, by no later than 12:00 noon (E.T.) on the business day following the date of the transaction (see Rules 8.1, 8.2 and 8.4 of the Irish Takeover Rules).
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘opening position’ and ‘dealings’ should be disclosed can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.
‘Interests’ in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose an ‘opening position’ or ‘dealing’ under Rule 8 of the Irish Takeover Rules, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.
Rounding
Certain figures included in this report have been subjected to rounding adjustments. Accordingly, any figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 28, 2023 | HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY | |||||
| By: | /s/ Aaron L. Cox | |||||
| Aaron L. Cox | ||||||
| Executive Vice President and Chief Financial Officer | ||||||