HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) The Compensation Committee of our Board of Directors previously approved the
amendment and restatement of our Amended and Restated 2020 Equity Incentive Plan
(the "2020 Plan"), subject to shareholder approval, to, among other things,
increase the aggregate number of our ordinary shares authorized for issuance
under the 2020 Plan by 4,800,000 shares (the "Amended 2020 Plan"). On
A complete copy of the Amended 2020 Plan is filed herewith as Exhibit 99.1. The above summary of the Amended 2020 Plan does not purport to be complete and is qualified in its entirety by reference to such exhibit.
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 2022 Annual General Meeting of Shareholders held on
Proposal 1 - Election of directors.
The following directors were elected to serve for three-year terms until the 2025 Annual General Meeting of Shareholders and until their respective successors are duly elected and qualified.
Director Elected For Against Abstain Broker Non-Votes Michael Grey 133,104,780 55,303,847 58,239 7,998,580 Jeff Himawan, Ph.D. 183,759,968 4,633,555 73,343 7,998,580 Susan Mahony, Ph.D. 184,749,569 3,646,326 70,971 7,998,580
Proposal 2 - Approval of the appointment of
For Against Abstain Broker Non-Votes 193,700,761 2,717,730 46,955
0
Proposal 3 - Approval, on an advisory basis, of the compensation of our named executive officers.
For Against Abstain Broker Non-Votes 170,922,400 16,051,800 1,492,666 7,998,580
Proposal 4 - Authorization for us and/or any of our subsidiaries to make market purchases or overseas market purchases of our ordinary shares.
For Against Abstain Broker Non-Votes 188,194,146 240,687 32,033 7,998,580
Proposal 5 - Approval of our Amended 2020 Plan.
For Against Abstain Broker Non-Votes 173,858,804 14,539,750 68,312 7,998,580
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. Description
99.1 Horizon Therapeutics Public Limited Company Amended and
Restated 2020 Equity Incentive Plan, 2020 Restricted Stock Unit
Award Sub-Plan and Form of Option Agreement, Form of Stock Option
Grant Notice , Forms of Restricted Stock Unit Agreement and Forms
of Restricted Stock Unit Grant Notice thereunder.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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