Additional Proxy Soliciting Materials (definitive) (defa14a)
March 24 2017 - 5:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant ☒
Filed by a Party
other than the Registrant ☐
Check the appropriate box:
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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☐
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Definitive Proxy Statement
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☒
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Definitive Additional Materials
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Soliciting Material Pursuant to §
240.14a-12
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Allergan plc
(Name of Registrant as
Specified in its Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1)
and
0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11
(set forth the amount on
which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)
and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 4, 2017.
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Meeting Information
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ALLERGAN PLC
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Meeting Type:
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Annual Meeting
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For holders as of:
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March 8, 2017
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Meeting Date:
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May 4, 2017
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Meeting Time:
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8:30 AM Local Time
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Meeting Location:
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The Conrad Hotel
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Earlsfort Terrace
Dublin 2, Ireland
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You are receiving this communication because you hold shares
in the company named above.
This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy (see
reverse side).
We encourage you to access and review all of the important information
contained in the proxy materials before voting.
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See the reverse side of this notice to obtain instructions on how to access the proxy
materials and vote these shares.
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— Before You Vote —
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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NOTICE PROXY STATEMENT
2016 ANNUAL REPORT
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OUR IRISH STATUTORY FINANCIAL STATEMENTS WILL BE AVAILABLE
AT
WWW.PROXYVOTE.COM
ON OR BEFORE APRIL 12, 2017.
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How to View Online:
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Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
www.proxyvote.com.
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How to Request and Receive a PAPER or
E-MAIL
Copy of These Documents:
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If you want to receive a paper or
e-mail
copy of these documents, you must request one. There is no charge for requesting a copy. Please choose one of the following methods to make
your request:
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1) BY INTERNET:
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www.proxyvote.com
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2) BY TELEPHONE:
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1-800-579-1639
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3) BY E-MAIL*:
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sendmaterial@proxyvote.com
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* If requesting materials by
e-mail,
please send a blank
e-mail
with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
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Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 20, 2017 to facilitate timely delivery.
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— How To Vote —
Please Choose One of the Following Voting Methods
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Vote In Person:
Many shareholder meetings have attendance requirements including,
but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance and voting. At the meeting, if you are eligible to vote the
shares in person, you will need to request a ballot to vote these shares.
Vote By
Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials (as described above), which will include a proxy card.
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The Board of Directors recommends you vote FOR the following:
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1.
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Election of Directors
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Nominees:
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1a.
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Nesli Basgoz, M.D.
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1b.
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Paul M. Bisaro
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1c.
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James H. Bloem
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1d.
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Christopher W. Bodine
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1e.
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Adriane M. Brown
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1f.
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Christopher J. Coughlin
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1g.
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Catherine M. Klema
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1h.
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Peter J. McDonnell, M.D.
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1i.
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Patrick J. O’Sullivan
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1j.
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Brenton L. Saunders
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1k.
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Ronald R. Taylor
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1l.
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Fred G. Weiss
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The Board of Directors recommends you vote FOR the following proposal:
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2.
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To approve, in a
non-binding
vote, Named Executive Officer compensation.
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The Board of Directors recommends you vote ONE YEAR on
the following proposal:
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3.
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To recommend, in a
non-binding
vote, whether a shareholder vote to approve the compensation of the Company’s Named Executive Officers should occur every one, two or three
years.
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The Board of Directors recommends you vote FOR the following proposals:
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4.
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To ratify, in a
non-binding
vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending December 31, 2017 and to
authorize, in a binding vote, the Board of Directors, acting through its Audit and Compliance Committee, to determine PricewaterhouseCoopers LLP’s remuneration.
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5.
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To approve the material terms of the performance goals for the purposes of Section 162(m) under the Allergan plc 2017 Annual Incentive Compensation Plan.
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The Board of Directors recommends you vote AGAINST the following proposal:
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6.
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To consider a shareholder proposal regarding an independent Board Chairman, if properly presented at the meeting.
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NOTE:
Your proxy may also be voted in accordance with the Board of Directors’ recommendations with respect to such other business as may properly come before the Annual Meeting or any adjournment,
postponement or continuation thereof.
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