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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): August 1, 2023
AVADEL PHARMACEUTICALS PLC
(Exact name of registrant as specified
in its charter)
Ireland |
001-37977 |
98-1341933 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
10
Earlsfort Terrace
Dublin 2, Ireland, D02
T380 |
Not Applicable |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: +353
1 901-5201
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
American
Depositary Shares*
Ordinary Shares, nominal value
$0.01 per share** |
AVDL
N/A |
The Nasdaq Global Market |
*American Depositary Shares may be evidenced by American Depositary
Receipts. Each American Depositary Share represents one (1) Ordinary Share.
** Not for trading, but only in connection with the listing
of American Depositary Shares on The Nasdaq Global Market.
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. 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, Avadel Pharmaceuticals plc (the
“Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on August 1, 2023. At the
Annual Meeting, the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s 2020 Omnibus
Incentive Compensation Plan (as amended, the “2020 Plan”). The Amendment was adopted by the Board of Directors (the “Board”)
on April 17, 2023 and became effective upon shareholders’ approval.
The Amendment among other things, increases the aggregate number of
shares authorized for issuance under the 2020 Plan by 6,500,000 shares.
The terms and conditions of the Amendment are described in the section
entitled “Proposal 3 – To Amend the Avadel Pharmaceuticals plc 2020 Omnibus Incentive Compensation Plan” in the Company’s
definitive proxy statement filed on April 28, 2023, as amended on June 5, 2023 (the “Proxy Statement”), with the
Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended.
The foregoing description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 1, 2023, the Company held its Annual Meeting. Proxies
were solicited pursuant to the Company’s Proxy Statement. 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 76,905,915. The
number of Ordinary Shares present or represented by valid proxy at the Annual Meeting was 76,823,405,
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, 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 | |
| 76,609,050 | | |
| 182,906 | | |
| 31,449 | | |
| 0 | |
Dr. Eric J. Ende | |
| 76,053,402 | | |
| 737,859 | | |
| 32,144 | | |
| 0 | |
Geoffrey M. Glass | |
| 76,439,518 | | |
| 342,924 | | |
| 40,963 | | |
| 0 | |
Dr. Mark A. McCamish | |
| 76,712,795 | | |
| 79,112 | | |
| 31,498 | | |
| 0 | |
Linda S. Palczuk | |
| 76,590,273 | | |
| 105,889 | | |
| 127,243 | | |
| 0 | |
Peter J. Thornton | |
| 76,584,630 | | |
| 111,830 | | |
| 126,945 | | |
| 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, 2023 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 |
76,574,355 | |
181,019 | |
68,031 | |
0 |
Proposal
3: To approve the Amendment to the Company’s 2020 Plan to increase the number of shares authorized for issuance under
the 2020 Plan by 6,500,000 shares.
Shares Voted For | |
Shares Against | |
Shares Abstaining | |
Broker Non-Votes |
72,472,705 | |
3,986,606 | |
364,094 | |
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 2024 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, 2023 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 Amendment to the Company’s 2020 Plan was approved.
No other matters were submitted to or voted
on by the Company’s shareholders at the Annual Meeting.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
* Indicates a management contract
or any compensatory plan, contract or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
August 3, 2023 |
AVADEL PHARMACEUTICALS PLC |
|
|
|
By: |
/s/ Jerad G. Seurer |
|
|
Name: |
Jerad G. Seurer |
|
|
Title: |
General Counsel & Corporate Secretary |
Exhibit 10.1
AMENDMENT
TO THE
AVADEL PHARMACEUTICALS PLC
2020 OMNIBUS INCENTIVE COMPENSATION PLAN
WHEREAS, Avadel Pharmaceuticals plc (the “Company”)
maintains the Avadel Pharmaceuticals plc 2020 Omnibus Incentive Compensation Plan (the “Plan”), which was previously adopted
by the Board of Directors on April 13, 2020 and approved by the shareholders of the Company on August 5, 2020;
WHEREAS, the Board of Directors of the Company
believes that the number of ordinary shares of the Company (“Ordinary Shares”) remaining available for issuance under the
Plan has become insufficient for the Company’s anticipated future needs under the Plan;
WHEREAS, Section 16 of the Plan provides that
the Board of Directors of the Company may amend the Plan at any time, subject to certain conditions set forth therein; and
WHEREAS, the Board of Directors of the Company
has determined that it is in the best interests of the Company to amend the Plan, subject to shareholder approval, to increase both the
aggregate number of Ordinary Shares available for issuance under the Plan, and the number of shares that may be issued in the form of
Incentive Stock Options (as defined in the Plan) from 6,000,000 shares to 12,500,000 shares.
NOW, THEREFORE:
1. Increase
in Shares. Section 3(a) of the Plan is hereby amended by deleting it in its entirety and replacing it with the following:
“The maximum number of Shares reserved and
available for issuance under the Plan shall be 12,500,000 shares, subject to adjustment as provided in this Section 3. For purposes
of this limitation, the Shares underlying any awards under the Plan and under the Company’s 2017 Omnibus Incentive Compensation
Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the Shares available for issuance
under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the Shares
that may be issued as Incentive Stock Options. Notwithstanding the foregoing, the following shares shall not be added to the shares authorized
for grant under the Plan: (i) Shares tendered or held back upon exercise of an Option or settlement of an Award to cover the exercise
price or tax withholding, and (ii) Shares subject to a Share Appreciation Right that are not issued in connection with the share
settlement of the Share Appreciation Right upon exercise thereof. In the event the Company repurchases Shares on the open market, such
Shares shall not be added to the Shares available for issuance under the Plan. Subject to such overall limitations, Shares may be issued
up to such maximum number pursuant to any type or types of Award; provided, however, that no more than 12,500,000 Shares may be issued
in the form of Incentive Stock Options. The Shares available for issuance under the Plan may be authorized but unissued Shares or Shares
reacquired by the Company.”
2. Effective
Date of Amendment. This Amendment to the Plan shall become effective upon the date that it is approved by the Company’s shareholders
in accordance with applicable laws and regulations.
3. Other
Provisions. Except as set forth above, all other provisions of the Plan shall remain unchanged.
IN WITNESS WHEREOF, this Amendment to the Plan
has been adopted by the Board of Directors of the Company this 17th day of April, 2023 and approved by the Company’s shareholders
on August 1, 2023.
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