Current Report Filing (8-k)
June 16 2023 - 3:02PM
Edgar (US Regulatory)
0001739426
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0001739426
2023-06-15
2023-06-15
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iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 15, 2023
RVL Pharmaceuticals plc
(Exact name of registrant as specified in its charter)
Ireland |
|
001-38709 |
|
Not Applicable |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
400
Crossing Boulevard
Bridgewater, NJ |
|
08807 |
(Address of principal executive offices) |
|
(Zip Code) |
(Registrant’s telephone number, including
area code): (908) 809-1300
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 |
Ordinary Shares |
|
RVLP |
|
Nasdaq Global Select 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 x
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. |
At the 2023 Annual General Meeting of Shareholders
(the “Annual Meeting”) of RVL Pharmaceuticals plc (the “Company”) held on June 15, 2023, the Company’s shareholders
voted on the following proposals:
· |
Election of the directors of the Company, each to serve a term extending until the conclusion of the Company’s next annual general meeting of shareholders; |
· |
Ratification, in a non-binding advisory vote, of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023, and authorization, in a binding vote, of the Company’s board of directors (the “Board”), acting through the audit committee, to set the independent registered public accounting firm’s remuneration; |
· |
Approval of a waiver of offer obligations under Rule 9 of the Irish Takeover Rules to enable acquisition of shares by the Company’s major shareholders and certain members of its management team; |
· |
Granting to the Board an updated authority under Irish law to allot and issue shares, warrants, convertible instruments and options for a period of five years (the “directors’ allotment authority proposal”); and |
· |
If the directors’ allotment authority proposal is approved, granting to the Board an updated authority under Irish law to issue shares (including rights to acquire shares) for cash without first offering those shares to existing shareholders under pre-emptive rights that would otherwise apply to the issuance. |
The final voting results for the Annual Meeting are as follows:
1. The Company’s shareholders elected Brian Markison, Joaquin
Benes, David Burgstahler, Gregory L. Cowan, Michael DeBiasi, Alisa Lask, Sriram Venkataraman and Juan Vergez as directors, each to serve
a term extending until the conclusion of the Company’s next annual general meeting of shareholders or until his or her successor
is duly elected and qualified or until his or her death, resignation or removal, based on the following votes:
| |
For | |
Against | |
Abstain | |
Broker Non-Votes |
Brian Markison | |
48,284,130 | |
157,057 | |
48,241 | |
15,751,489 |
| |
| |
| |
| |
|
Joaquin Benes | |
47,230,497 | |
1,208,852 | |
50,079 | |
15,751,489 |
| |
| |
| |
| |
|
David Burgstahler | |
46,361,475 | |
2,077,474 | |
50,479 | |
15,751,489 |
| |
| |
| |
| |
|
Gregory L. Cowan | |
48,160,922 | |
278,427 | |
50,079 | |
15,751,489 |
| |
| |
| |
| |
|
Michael DeBiasi | |
48,162,869 | |
276,330 | |
50,229 | |
15,751,489 |
| |
| |
| |
| |
|
Alisa Lask | |
48,262,357 | |
153,989 | |
73,082 | |
15,751,489 |
| |
| |
| |
| |
|
Sriram Venkataraman | |
48,117,361 | |
322,188 | |
49,879 | |
15,751,489 |
| |
| |
| |
| |
|
Juan Vergez | |
47,197,197 | |
1,241,952 | |
50,279 | |
15,751,489 |
2. The Company’s shareholders ratified, in a non-binding advisory
vote, the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending
December 31, 2023, and authorized, in a binding vote, the Company’s Board, acting through the audit committee, to set the independent
registered public accounting firm’s remuneration, based on the following votes:
For | |
Against | |
Abstain |
63,972,034 | |
209,250 | |
59,633 |
3. The independent shareholders approved a waiver of offer obligations
under Rule 9 of the Irish Takeover Rules to enable acquisition of shares by the Company’s major shareholders and certain members
of its management team, based on the following votes:
For | |
Against | |
Abstain |
36,568,508 | |
390,152 | |
2,245,474 |
4. The Company’s shareholders granted the Board an updated authority
under Irish law to allot and issue shares, warrants, convertible instruments and options for a period of five years, based on the following
votes:
For | |
Against | |
Abstain |
56,356,055 | |
7,827,974 | |
56,888 |
5. Following the approval of the directors’ allotment authority
proposal, the Company’s shareholders granted the Board an updated authority under Irish law to issue shares (including rights to
acquire shares) for cash without first offering those shares to existing shareholders under pre-emptive rights that would otherwise apply
to the issuance, based on the following votes:
For | |
Against | |
Abstain |
56,159,881 | |
7,980,385 | |
100,651 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
RVL PHARMACEUTICALS PLC |
|
|
|
Dated: June 16, 2023 |
By: |
/s/ Brian Markison |
|
|
Brian Markison |
|
|
Chief Executive Officer |
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