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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): June 15, 2023

 

RVL Pharmaceuticals plc

(Exact name of registrant as specified in its charter)

 

Ireland 001-38709 Not Applicable
(State or other jurisdiction
of incorporation)  		   (Commission File Number)     (IRS Employer
Identification No.)

 

400 Crossing Boulevard
Bridgewater, NJ		     08807
(Address of principal executive offices)   (Zip Code)

 

(Registrant’s telephone number, including area code): (908) 809-1300

 

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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Ordinary Shares   RVLP   Nasdaq Global Select Market

 

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 x

 

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. x

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) of RVL Pharmaceuticals plc (the “Company”) held on June 15, 2023, the Company’s shareholders voted on the following proposals:

 

· Election of the directors of the Company, each to serve a term extending until the conclusion of the Company’s next annual general meeting of shareholders;

 

· Ratification, in a non-binding advisory vote, of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023, and authorization, in a binding vote, of the Company’s board of directors (the “Board”), acting through the audit committee, to set the independent registered public accounting firm’s remuneration;

 

· Approval of a waiver of offer obligations under Rule 9 of the Irish Takeover Rules to enable acquisition of shares by the Company’s major shareholders and certain members of its management team;

 

· Granting to the Board an updated authority under Irish law to allot and issue shares, warrants, convertible instruments and options for a period of five years (the “directors’ allotment authority proposal”); and

 

· If the directors’ allotment authority proposal is approved, granting to the Board an updated authority under Irish law to issue shares (including rights to acquire shares) for cash without first offering those shares to existing shareholders under pre-emptive rights that would otherwise apply to the issuance.

 

The final voting results for the Annual Meeting are as follows:

 

1. The Company’s shareholders elected Brian Markison, Joaquin Benes, David Burgstahler, Gregory L. Cowan, Michael DeBiasi, Alisa Lask, Sriram Venkataraman and Juan Vergez as directors, each to serve a term extending until the conclusion of the Company’s next annual general meeting of shareholders or until his or her successor is duly elected and qualified or until his or her death, resignation or removal, based on the following votes:

 

   For  Against  Abstain  Broker
Non-Votes
Brian Markison  48,284,130  157,057  48,241  15,751,489
             
Joaquin Benes  47,230,497  1,208,852  50,079  15,751,489
             
David Burgstahler  46,361,475  2,077,474  50,479  15,751,489
             
Gregory L. Cowan  48,160,922  278,427  50,079  15,751,489
             
Michael DeBiasi  48,162,869  276,330  50,229  15,751,489
             
Alisa Lask  48,262,357  153,989  73,082  15,751,489
             
Sriram Venkataraman  48,117,361  322,188  49,879  15,751,489
             
Juan Vergez  47,197,197  1,241,952  50,279  15,751,489

 

2. The Company’s shareholders ratified, in a non-binding advisory vote, the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023, and authorized, in a binding vote, the Company’s Board, acting through the audit committee, to set the independent registered public accounting firm’s remuneration, based on the following votes:

 

 

 

 

For  Against  Abstain
63,972,034  209,250  59,633

 

3. The independent shareholders approved a waiver of offer obligations under Rule 9 of the Irish Takeover Rules to enable acquisition of shares by the Company’s major shareholders and certain members of its management team, based on the following votes:

 

For  Against  Abstain
36,568,508  390,152  2,245,474

 

4. The Company’s shareholders granted the Board an updated authority under Irish law to allot and issue shares, warrants, convertible instruments and options for a period of five years, based on the following votes: 

 

For  Against  Abstain
56,356,055  7,827,974  56,888

 

5. Following the approval of the directors’ allotment authority proposal, the Company’s shareholders granted the Board an updated authority under Irish law to issue shares (including rights to acquire shares) for cash without first offering those shares to existing shareholders under pre-emptive rights that would otherwise apply to the issuance, based on the following votes:

For  Against  Abstain
56,159,881  7,980,385  100,651

 

 

 

 

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.

 

  RVL PHARMACEUTICALS PLC 
     
Dated: June 16, 2023 By:    /s/ Brian Markison
    Brian Markison
    Chief Executive Officer

 

 

 

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