Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 18, 2021, the Board of Directors (the "Board") of Alkermes plc (the
"Company") increased the size of the Board to thirteen (13) directors and
elected Emily Peterson Alva to the Board, effective immediately, as a Class II
member with a term expiring at the Company's 2022 annual general meeting of
shareholders. Ms. Alva was also elected as a member of the Financial Operating
Committee of the Board.
For her service on the Board, Ms. Alva will receive (i) a new director equity
grant and (ii) an annual cash retainer and annual equity grant, in each case
with the terms, and in the amounts, as determined in accordance with the
processes described in the "Director Compensation" section of the Company's
definitive proxy statement filed with the Securities and Exchange Commission
(the "SEC") on May 10, 2021 (the "2021 Proxy Statement"). The new director
equity grant and a prorated annual equity grant for the 12-month period ending
at the Company's 2021 annual general meeting of shareholders will be granted to
Ms. Alva in June 2021, on the monthly New Hire Grant Date (as described in the
2021 Proxy Statement).
In addition, the Company will enter into a deed of indemnification with Ms. Alva
in substantially the form filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q filed with the SEC on April 29, 2020, and Alkermes, Inc., a
wholly-owned indirect subsidiary of the Company, will enter into an
indemnification agreement with Ms. Alva in substantially the form filed as
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC
on April 29, 2020.
Ms. Alva is not, nor has been since January 1, 2020, a participant in any
transaction involving the Company, or a participant in any proposed transaction
with the Company, in each case, required to be disclosed pursuant to Item
404(a) of Regulation S-K.
As previously disclosed, the Company and Elliott Investment Management L.P.,
Elliott Associates, L.P., Elliott Advisors (UK) Limited and Elliott
International, L.P. (collectively, "Elliott") entered into a cooperation
agreement (the "Cooperation Agreement"), filed as Exhibit 10.1 to the Company's
Current Report on Form 8-K filed with the SEC on December 10, 2020, pursuant to
which the Company and Elliott agreed to cooperate in good faith to identify and
agree upon an "Additional Director" (as defined and described in the Cooperation
Agreement) to be appointed to the Board. Ms. Alva qualifies as the Additional
Director under the Cooperation Agreement.
Item 7.01 Regulation FD Disclosure.
On May 20, 2021, the Company issued a press release announcing Ms. Alva's
appointment to the Board, a copy of which is furnished herewith as Exhibit 99.1
and is incorporated herein by reference. This Item 7.01 and Exhibit 99.1
furnished herewith shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act except as expressly set forth by specific reference
in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press release issued by Alkermes plc dated May 20, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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