Alkermes plc

05/20/2026 | Press release | Distributed by Public on 05/20/2026 14:11

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2026, at the 2026 annual general meeting of shareholders (the "Annual Meeting") of Alkermes plc (the "Company"), the Company's shareholders approved amendments to the Alkermes plc 2018 Stock Option and Incentive Plan to, among other things, increase the number of the Company's ordinary shares authorized for issuance thereunder by 5,900,000 (the plan as so amended, the "2018 Plan").

The principal features of the 2018 Plan are summarized on pages 57-61 of the Company's definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 6, 2026. That summary and the foregoing description are not intended to be complete and are qualified in their entirety by reference to the full text of the 2018 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 20, 2026, the Company held its Annual Meeting. The final voting results for the Annual Meeting are as follows:

1.
By separate resolutions, shareholders elected the following directors, each to serve on the Company's board of directors (the "Board") for a one-year term until the Company's 2027 annual general meeting of shareholders, with the votes cast as follows:

For:

Against:

Abstain:

Broker Non-Votes:

Shane M. Cooke

135,495,689

5,523,691

150,595

7,911,628

Richard B. Gaynor, M.D.

139,207,401

1,903,354

59,220

7,911,628

Cato T. Laurencin, M.D., Ph.D.

139,953,548

1,159,431

56,996

7,911,628

Nancy S. Lurker

133,906,559

6,588,027

675,389

7,911,628

Brian P. McKeon

136,233,419

4,722,973

213,583

7,911,628

Richard F. Pops

139,164,715

1,939,528

65,732

7,911,628

Nancy L. Snyderman, M.D.

138,884,522

2,223,746

61,707

7,911,628

Frank Anders Wilson

135,804,853

5,204,570

160,552

7,911,628

Christopher I. Wright, M.D., Ph.D.

139,003,329

2,096,466

70,180

7,911,628

2.
Shareholders approved, in a non-binding, advisory vote, the compensation of the Company's named executive officers, with the votes cast as follows: 139,234,176 votes for; 1,787,311 votes against; 148,488 votes abstaining; and 7,911,628 broker non-votes.
3.
Shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the independent auditor and accounting firm of the Company, and authorized, in a binding vote, the Audit and Risk Committee of the Board to set the independent auditor and accounting firm's remuneration, with the votes cast as follows: 146,222,286 votes for; 2,812,663 votes against; and 46,653 votes abstaining.
4.
Shareholders approved the 2018 Plan, with the votes cast as follows: 128,147,910 votes for; 12,952,836 votes against; 69,229 votes abstaining; and 7,911,628 broker non-votes.
5.
Shareholders renewed Board authority to allot and issue shares under Irish law, with the votes cast as follows: 148,661,934 votes for; 382,138 votes against; and 37,531 votes abstaining.
6.
Shareholders renewed Board authority to disapply the statutory pre-emption rights that would otherwise apply under Irish law, with the votes cast as follows: 146,903,611 votes for; 2,086,009 votes against; and 91,983 votes abstaining.

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