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 16, 2022
RVL Pharmaceuticals plc
(Exact name of registrant as specified in its charter)
| Ireland | 001-38709 | |||
| (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. x
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2022 Annual General Meeting of Shareholders (the “Annual Meeting”) of RVL Pharmaceuticals plc (the “Company”) held on June 16, 2022, 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, 2022, and authorization, in a binding vote, of the Company’s board of directors, acting through the audit committee, to set the independent registered public accounting firm’s remuneration; and |
| · | 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. |
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, 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 successor is duly elected and qualified or until his death, resignation or removal, based on the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Brian Markison | 63,222,617 | 320,044 | 321,178 | 8,959,629 | ||||||||||||
| Joaquin Benes | 60,694,113 | 2,739,565 | 430,161 | 8,959,629 | ||||||||||||
| David Burgstahler | 60,735,617 | 2,699,108 | 429,114 | 8,959,629 | ||||||||||||
| Gregory L. Cowan | 62,977,297 | 402,404 | 484,138 | 8,959,629 | ||||||||||||
| Michael DeBiasi | 63,058,279 | 374,377 | 431,183 | 8,959,629 | ||||||||||||
| Sriram Venkataraman | 63,053,715 | 299,471 | 510,653 | 8,959,629 | ||||||||||||
| Juan Vergez | 58,199,214 | 5,357,824 | 306,801 | 8,959,629 | ||||||||||||
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, 2022, and authorized, in a binding vote, the Company’s board of directors, acting through the audit committee, to set the independent registered public accounting firm’s remuneration, based on the following votes:
| For | Against | Abstain | ||
| 71,892,258 | 813,415 | 117,795 |
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 | ||
| 28,894,940 | 1,340,770 | 1,357,185 |
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 | ||
| By: | /s/ Brian Markison | |
| Brian Markison | ||
| Chief Executive Officer | ||
Date: June 17, 2022