Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2018, the shareholders of Aralez Pharmaceuticals Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated 2016 Long-Term Incentive Plan (as amended and restated, the “2016 Plan”) at the Company’s annual meeting of shareholders (the “Meeting”). The 2016 Plan had been previously approved by the board of directors of the Company (the “Board”) on March 7, 2018, subject to shareholder approval, in order to adopt a limit on the number of awards that may be granted to a non-employee director during any one calendar year.
The description of the 2016 Plan is qualified in its entirety by reference to the full text of the 2016 Plan, which is attached hereto as Exhibit 10.1, and the terms of which are incorporated by reference into this Item 5.02.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, the following matters were submitted to a vote of shareholders:
·
The election of seven directors to the Board, each of whom will serve until the next annual meeting of shareholders or until their successors are elected or appointed (Proposal 1);
·
The approval of the appointment of Ernst & Young LLP (“E&Y”), an independent registered public accounting firm, as the Company’s auditors for the fiscal year ending December 31, 2018 (Proposal 2);
·
The approval of the 2016 Plan (Proposal 3); and
·
A non-binding, advisory vote to approve the Company’s approach to the compensation of its named executive officers, as disclosed in the Company’s proxy statement dated May 18, 2018 (“say-on-pay”) (Proposal 4).
At the close of business on May 10, 2018, the record date for the determination of shareholders entitled to vote at the Meeting, there were 67,194,277 common shares outstanding and entitled to vote at the Meeting. The holders of 48,911,838 common shares were represented in person or by proxy at the Meeting, constituting a quorum. At the Meeting, each of the director nominees was elected, and all other proposals submitted to shareholders were approved, as described below.
Proposal 1. Election of Directors
The vote to elect seven directors to the Board was as follows:
|
|
|
For
|
|
Withheld
|
|
Broker Non-Votes
|
|
Adrian Adams
|
|
15,246,171
|
|
2,773,773
|
|
30,891,894
|
|
Kenneth B. Lee, Jr.
|
|
15,197,622
|
|
2,822,322
|
|
30,891,894
|
|
Arthur S. Kirsch
|
|
15,225,514
|
|
2,794,430
|
|
30,891,894
|
|
Seth A. Rudnick, M.D.
|
|
15,226,552
|
|
2,793,392
|
|
30,891,894
|
|
Neal F. Fowler
|
|
15,270,738
|
|
2,749,206
|
|
30,891,894
|
|
Rob Harris
|
|
15,953,415
|
|
2,066,529
|
|
30,891,894
|
|
F. Martin Thrasher
|
|
15,969,193
|
|
2,050,751
|
|
30,891,894
|
Proposal 2. Appointment of Auditors
The vote to approve the appointment of E&Y, an independent registered public accounting firm, as the Company’s auditors for the fiscal year ending December 31, 2018 was as follows:
|
For
|
|
Withheld
|
|
46,959,314
|
|
1,952,524
|
Proposal 3. Approval of the 2016 Plan
The vote to approve the 2016 Plan was as follows:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-
Votes
|
|
15,650,594
|
|
2,003,453
|
|
365,896
|
|
30,891,895
|
2