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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 23, 2022

 

 

Royalty Pharma plc

(Exact Name of Registrant as Specified in its Charter)

 

 

 

England and Wales   001-39329   98-1535773

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

110 East 59th Street

New York , New York

  10022
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 883-0200

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 (see General Instruction A.2. below):

 

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 Securities Exchange Act of 1934:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Class A Ordinary Shares, par value $0.0001 per share   RPRX   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07.

Submission of Matters to a Vote of Security Holders.

On June 23, 2022, Royalty Pharma plc (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on eight proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2022 (the “Proxy Statement”). There were 526,202,058 shares of the Company’s Class A ordinary shares and Class B ordinary shares, voting as a single class, present or represented by proxy at the Annual Meeting, which represented 86.66% of the combined voting power of the Class A ordinary shares and Class B ordinary shares entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s Class A ordinary shares and Class B ordinary shares were entitled to one vote for each share held as of the record date described in the Proxy Statement. The Company’s inspector of election certified the following vote tabulations:

Proposal 1. To elect ten directors, each by separate ordinary resolutions, to the Company’s Board of Directors to serve until the 2023 Annual General Meeting of Shareholders:

 

Nominee    For      Against    Abstain    Broker Non-Votes

Pablo Legorreta

     497,914,793      3,944,560    708,929    23,633,776

Henry Fernandez

     449,842,039      52,646,198    80,045    23,633,776

Bonnie Bassler

     499,708,038      2,803,511    56,733    23,633,776

Errol De Souza

     460,164,216      42,322,200    81,866    23,633,776

Catherine Engelbert

     449,908,673      52,601,787    57,822    23,633,776

M. Germano Giuliani

     502,093,226      394,642    80,414    23,633,776

David Hodgson

     501,640,083      847,462    80,737    23,633,776

Ted Love

     461,158,768      41,329,460    80,054    23,633,776

Gregory Norden

     438,098,917      64,389,500    79,865    23,633,776

Rory Riggs

     501,544,818      1,007,592    15,872    23,633,776

Proposal 2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

 

For   Against   Abstain   Broker Non-Votes
480,577,839   21,850,442   140,001   23,633,776

Proposal 3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm:

 

For   Against   Abstain
525,768,280   247,335   186,443

There were no broker non-votes on this proposal.

Proposal 4. To approve receipt of the Company’s U.K. statutory accounts together with the Company’s U.K. statutory reports, including the directors’ report, the strategic report, the directors’ remuneration report and the auditors’ report for the fiscal year ended December 31, 2021 (“U.K. Annual Report and Accounts”):

 

For   Against   Abstain   Broker Non-Votes
501,932,527   84,391   551,364   23,633,776

 


Proposal 5. To approve, on a non-binding advisory basis, the Company’s U.K. directors’ remuneration report in the U.K. Annual Report and Accounts:

 

For   Against   Abstain   Broker Non-Votes
482,274,121   20,193,345   100,816   23,633,776

Proposal 6. To re-appoint Ernst & Young Chartered Accountants as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting of shareholders at which the U.K. annual report and accounts are presented to shareholders:

 

For   Against   Abstain
525,179,922   833,504   188,632

There were no broker non-votes on this proposal.

Proposal 7. To authorize the board of directors to determine the remuneration of the Company’s U.K. statutory auditor:

 

For   Against   Abstain   Broker Non-Votes
502,036,049   464,254   67,979   23,633,776

Proposal 8. To approve the terms of the agreements and counterparties pursuant to which the Company may purchase its Class A ordinary shares:

 

For   Against   Abstain   Broker Non-Votes
501,270,812   1,083,144   214,326   23,633,776

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 23, 2022

 

ROYALTY PHARMA PLC
By:  

/s/ George Lloyd

  George Lloyd
 

Executive Vice President, Investments &

General Counsel