8-K

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): February 12,  2018

ALKERMES PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland	001-35299		98-1007018
(State or other jurisdiction	(Commission		(IRS Employer
of incorporation)	File Number)		Identification No.)
Connaught House, 1 Burlington Road
Dublin 4, Ireland
(Address of principal executive offices)		(Zip Code)

(Registrant's telephone number, including area code): + 353-1-772-8000

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 (see General Instruction A.2. below):

☐	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))

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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)On February 12, 2018, Shane M. Cooke notified Alkermes plc (the “Company”) of his decision to resign from his role as President of the Company and Alkermes Pharma Ireland Limited, a subsidiary of the Company, effective March 5, 2018.

(d)On February 14, 2018, the Board of Directors (the “Board”) of the Company increased the number of directors of the Board from eight to nine and elected Shane M. Cooke as a Class III director effective March 30, 2018. Mr. Cooke’s term will expire at the Company’s 2020 annual general meeting of shareholders, unless he resigns or is removed before such time. As of the date of this Current Report on Form 8-K, Mr. Cooke has not been appointed to any committees of the Board.

Mr. Cooke will receive an annual cash retainer and equity compensation for his service on the Board as described in the “Director Compensation” section of the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 13, 2017 (the “Proxy Statement”). Mr. Cooke will receive a new director grant and a pro-rated annual grant at the first regularly scheduled Board meeting he attends after the effective date of his appointment as a director. The Board will determine the terms and amount of such new director grant and such pro-rated annual grant in accordance with the description in the “Director Compensation” section of the Proxy Statement.

In addition, the Company will enter into a deed of indemnification with Mr. Cooke substantially in the form previously filed on September 20, 2011 as Exhibit 10.2 to the Company’s Current Report on Form 8-K.

There is no arrangement or understanding between Mr. Cooke and any other person pursuant to which Mr. Cooke was selected as a director. Mr. Cooke is not, and has not been since January 1, 2017, a participant in any transaction involving the Company, and is not a participant in any proposed transaction with the Company, in each case, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The full text of the press release issued in connection with the announcement of Mr. Cooke’s election to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.  Exhibit 99.1 contains hypertext links to information on the Company’s website and other parties’ websites.  The information on the Company’s website and other parties’ websites is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Current Report on Form 8-K.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.	Description
99.1	Press release issued by Alkermes plc dated February 14, 2018.

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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.

	ALKERMES PLC
Date: February 14, 2018	By:	/s/ David J. Gaffin
		David J. Gaffin
		Senior Vice President, Chief Legal Officer and Secretary

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EX-99.1

Exhibit 99.1

Alkermes Contacts:
For Investors:	Sandy Coombs     +1 781 609 6377
	Eva Stroynowski  +1 781 609 6823
For Media:	Jennifer Snyder     +1 781 609 6166

Alkermes Appoints Shane Cooke to Board of Directors

DUBLIN, Ireland, Feb. 14, 2018  —Alkermes plc (NASDAQ: ALKS) today announced the appointment of Shane Cooke to Alkermes’ Board of Directors, effective March 30, 2018. The election to the Board follows Mr. Cooke’s notification of his plans to retire from Alkermes at the end of March 2018. The company intends to hire a successor.

“On behalf of the entire Alkermes team, I would like to thank Shane for his invaluable contributions and leadership during his tenure as President. During that time, Shane played a central role in setting the strategic vision for the company, and his personal integrity and commitment to the Alkermes community, and the patients we serve, has been unwavering,” said Richard Pops, Chief Executive Officer of Alkermes. “We are delighted that he will continue to provide his wealth of global healthcare and financial experience as a member of our Board of Directors.”

“Since joining Alkermes in 2011 following the successful merger with Elan Drug Technologies, I have had the opportunity to work with many talented and dedicated colleagues and I am proud of all that we have accomplished together,” said Mr. Cooke. “With its growing product portfolio, deep and broad pipeline of innovative CNS medicines, global presence and strong financial profile, Alkermes is well positioned for continued success. I look forward to continuing my work with Alkermes as a member of the Board, as the company enters its next stage of growth.”

About Alkermes

Alkermes plc is a fully integrated, global biopharmaceutical company developing innovative medicines for the treatment of central nervous system (CNS) diseases. The company has a diversified commercial product portfolio and a substantial clinical pipeline of product candidates for chronic diseases that include schizophrenia, depression, addiction and multiple sclerosis. Headquartered in Dublin, Ireland, Alkermes plc has an R&D center in Waltham, Massachusetts; a research and manufacturing facility in Athlone, Ireland; and a manufacturing facility in Wilmington, Ohio. For more information, please visit Alkermes’ website at www.alkermes.com.

Note Regarding Forward-Looking Statements

Certain statements set forth in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning: the company’s future financial and operating performance, business plans or prospects; and the therapeutic and commercial value of the company’s products. The company cautions that forward-looking statements are inherently uncertain. Although the company believes that such statements are based on reasonable assumptions within the bounds of its knowledge of its business and operations, the forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Actual performance and results may differ materially from those expressed or implied in the forward-looking statements due to various risks and uncertainties, including those risks and uncertainties described under the heading “Risk Factors” in the company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and in subsequent filings made by the company with the U.S. Securities and Exchange Commission (SEC), which are available on the SEC’s website at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The information contained in this press release is provided by the company as of the date hereof, and, except as required by law, the company disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release.

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