UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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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 6, 2024, Royalty Pharma plc (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on ten proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024 (the “Proxy Statement”). There were 510,790,642 shares of the Company’s Class A ordinary shares and Class B ordinary shares, voting as a single class, present or represented by proxy at the Annual Meeting, which represented 85.49% of the combined voting power of the Class A ordinary shares and Class B ordinary shares entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s Class A ordinary shares and Class B ordinary shares were entitled to one vote for each share held as of the record date described in the Proxy Statement. The Company’s inspector of election certified the following vote tabulations:
Proposal 1. To elect eight directors, each by separate ordinary resolutions, to the Company’s Board of Directors to serve until the 2025 Annual General Meeting of Shareholders:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Pablo Legorreta |
469,574,048 | 16,360,957 | 91,560 | 24,764,077 | ||||
| Henry Fernandez |
467,493,605 | 18,441,850 | 91,110 | 24,764,077 | ||||
| Bonnie Bassler, Ph.D. |
480,331,728 | 5,609,040 | 85,797 | 24,764,077 | ||||
| Errol De Souza, Ph.D. |
468,014,051 | 17,919,666 | 92,848 | 24,764,077 | ||||
| Catherine Engelbert |
482,164,279 | 3,725,318 | 136,968 | 24,764,077 | ||||
| David Hodgson |
474,265,799 | 11,668,945 | 91,821 | 24,764,077 | ||||
| Ted Love, M.D. |
457,219,827 | 28,488,315 | 318,423 | 24,764,077 | ||||
| Gregory Norden |
472,819,630 | 13,114,794 | 92,141 | 24,764,077 |
Proposal 2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||
| 448,091,225 | 37,716,521 | 218,819 | 24,764,077 |
Proposal 3. To ratify the appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm:
| For | Against | Abstain | ||
| 510,538,774 | 175,866 | 76,002 |
There were no broker non-votes on this proposal.
Proposal 4. To approve receipt of the Company’s U.K. statutory accounts together with the Company’s U.K. statutory reports, including the directors’ report, the strategic report, the directors’ remuneration report and the auditors’ report for the fiscal year ended December 31, 2023 (“U.K. Annual Report and Accounts”):
| For | Against | Abstain | ||
| 510,158,489 | 64,644 | 567,509 |
There were no broker non-votes on this proposal.
Proposal 5. To approve, the Company’s U.K. directors’ remuneration policy, included in U.K. directors’ remuneration report contained in the U.K. Annual Report and Accounts:
| For | Against | Abstain | Broker Non-Votes | |||
| 446,941,633 | 38,920,774 | 164,158 | 24,764,077 |
Proposal 6. To approve, on a non-binding advisory basis, the Company’s U.K. directors’ remuneration report in the U.K. Annual Report and Accounts:
| For | Against | Abstain | Broker Non-Votes | |||
| 448,684,306 | 37,116,575 | 225,684 | 24,764,077 |
Proposal 7. To re-appoint Ernst & Young Chartered Accountants as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting of shareholders at which the U.K. annual report and accounts are presented to shareholders:
| For | Against | Abstain | ||
| 510,533,472 | 190,241 | 66,929 |
There were no broker non-votes on this proposal.
Proposal 8. To authorize the Board of Directors to determine the remuneration of the Company’s U.K. statutory auditor:
| For | Against | Abstain | Broker Non-Votes | |||
| 485,875,260 | 100,511 | 50,794 | 24,764,077 |
Proposal 9. To authorize the Board of Directors to allot shares:
| For | Against | Abstain | Broker Non-Votes | |||
| 474,984,226 | 10,910,963 | 131,376 | 24,764,077 |
Proposal 10. To authorize the Board of Directors to allot shares without rights of pre-emption:
| For | Against | Abstain | Broker Non-Votes | |||
| 455,564,249 | 30,278,595 | 183,721 | 24,764,077 |
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.
Date: June 6, 2024
| ROYALTY PHARMA PLC | ||
| By: | /s/ George Lloyd | |
| George Lloyd Executive Vice President, Investments & Chief Legal Officer | ||
Document and Entity Information |
Jun. 06, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Address, State or Province | NY |
| Amendment Flag | false |
| Entity Central Index Key | 0001802768 |
| Document Type | 8-K |
| Document Period End Date | Jun. 06, 2024 |
| Entity Registrant Name | Royalty Pharma plc |
| Entity Incorporation State Country Code | X0 |
| Entity File Number | 001-39329 |
| Entity Tax Identification Number | 98-1535773 |
| Entity Address, Address Line One | 110 East 59th Street |
| Entity Address, City or Town | New York |
| Entity Address, Postal Zip Code | 10022 |
| City Area Code | (212) |
| Local Phone Number | 883-0200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Ordinary Shares, par value $0.0001 per share |
| Trading Symbol | RPRX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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