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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 10, 2021
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Endo International plc
(Exact name of registrant as specified in its charter)
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Ireland
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001-36326
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68-0683755
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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First Floor, Minerva House, Simmonscourt Road
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Ballsbridge, Dublin 4,
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Ireland
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Not Applicable
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code 011-353-1-268-2000
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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary shares, nominal value $0.0001 per share
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ENDP
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The NASDAQ Global Select Market
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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 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2021, Endo International plc (the Company) held its 2021 Annual General Meeting of Shareholders (the Annual Meeting) in Dublin, Ireland. As noted below, shareholders approved all matters voted on at the Annual Meeting.
The matters voted on by shareholders at the Annual Meeting and the results of such voting are set forth below.
1.The proposal to elect, by separate resolutions, the following directors, representing all of the members of the Board of Directors of the Company (the Board), to serve until the next annual general meeting of shareholders or until their death, resignation or removal, if earlier, was approved based upon the following votes:
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Nominee
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Votes For Approval
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Votes Against
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Abstentions
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Broker Non-Votes
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Mark G. Barberio
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155,617,712
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11,364,783
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85,535
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29,184,386
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Jennifer M. Chao
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156,445,207
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10,545,878
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76,945
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29,184,386
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Blaise Coleman
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158,996,720
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7,995,794
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75,516
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29,184,386
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Shane M. Cooke
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148,451,363
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18,529,933
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86,734
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29,184,386
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Nancy J. Hutson, Ph.D.
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158,373,068
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8,621,190
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73,772
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29,184,386
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Michael Hyatt
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155,573,113
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11,397,410
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97,507
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29,184,386
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William P. Montague
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155,323,681
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11,657,019
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87,330
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29,184,386
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M. Christine Smith, Ph.D.
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159,062,066
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7,932,823
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73,141
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29,184,386
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2.The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers was approved based upon the following votes:
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Votes for approval
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110,563,339
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Votes against
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56,325,389
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Abstentions
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179,302
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Broker non-votes
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29,184,386
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3.The proposal to renew the Board's existing authority to issue shares under Irish law was approved based upon the following votes:
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Votes for approval
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170,828,803
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Votes against
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25,306,096
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Abstentions
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117,517
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4.The proposal to renew the Board's existing authority to opt-out of statutory pre-emption rights under Irish law was approved based upon the following votes:
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Votes for approval
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174,417,038
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Votes against
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21,612,334
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Abstentions
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223,044
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5.The proposal to approve the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021 and to authorize the Board, acting through the Audit & Finance Committee, to determine the independent registered public accounting firm's remuneration was approved based upon the following votes:
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Votes for approval
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182,165,494
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Votes against
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14,007,439
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Abstentions
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79,483
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6.Such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof:
None.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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.
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ENDO INTERNATIONAL PLC
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By:
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/s/ Matthew J. Maletta
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Name:
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Matthew J. Maletta
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Title:
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Executive Vice President,
Chief Legal Officer and Company Secretary
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Dated: June 10, 2021