01—Abstract
Summary
Summary of the 8-K filed June 6, 2024. Cited figures are marked; the original filing is the authoritative source.
Royalty Pharma plc held its annual general meeting of shareholders on June 6, 2024, with 510,790,642 Class A and Class B ordinary shares present or represented by proxy, representing 85.49%a of the combined voting power entitled to vote.
That constituted a quorum. Shareholders voted on ten proposals described in the company's April 25, 2024 proxy statement. Shareholders elected all eight director nominees to serve until the 2025 annual general meeting.
Each nominee received more votes For than Against, with the lowest For count being 457,219,827 for Ted Love, M.D., who also had the highest Against count at 28,488,315. Shareholders also approved, on a non-binding advisory basis, the compensation of the named executive officers (448,091,225 For, 37,716,521 Against), and ratified Ernst & Young LLP as the independent registered public accounting firm (510,538,774 For, 175,866 Against). The meeting also covered U.K.-specific matters.
Shareholders approved receipt of the U.K. Annual Report and Accounts for the fiscal year ended December 31, 2023, the U.K. directors' remuneration policy, and the U.K. directors' remuneration report on an advisory basis. They re-appointed Ernst & Young Chartered Accountants as U.K. statutory auditor, authorized the Board to set the auditor's remuneration, and approved two share allotment authorizations, one of which permits allotments without pre-emption rights.
02—Key points
Key Highlights
- All eight director nominees were elected to serve until the 2025 Annual General Meeting, each receiving more For than Against votes.
- Shareholders approved the non-binding advisory say-on-pay proposal for named executive officer compensation, with 448,091,225 votes For and 37,716,521 Against.
- Ernst & Young LLP was ratified as the independent registered public accounting firm, with 510,538,774 votes For and 175,866 Against.
- Quorum was met with 510,790,642 shares present or represented, representing 85.49% of the combined voting power of Class A and Class B ordinary shares.
- Shareholders approved the U.K. Annual Report and Accounts for the fiscal year ended December 31, 2023, with 510,158,489 votes For and 64,644 Against.
- Shareholders approved the U.K. directors' remuneration policy (446,941,633 For, 38,920,774 Against) and the U.K. directors' remuneration report on an advisory basis (448,684,306 For, 37,116,575 Against).
- Shareholders authorized the Board to allot shares (474,984,226 For, 10,910,963 Against) and to allot shares without rights of pre-emption (455,564,249 For, 30,278,595 Against).
03—Questions
Frequently Asked Questions
Who was elected to the Royalty Pharma board at the June 6, 2024 annual meeting?
Shareholders elected eight directors: Pablo Legorreta, Henry Fernandez, Bonnie Bassler, Ph.D., Errol De Souza, Ph.D., Catherine Engelbert, David Hodgson, Ted Love, M.D., and Gregory Norden. Each serves until the 2025 Annual General Meeting of Shareholders.
Did shareholders approve executive compensation?
Yes. On a non-binding advisory basis, shareholders approved the compensation of the named executive officers, with 448,091,225 votes For, 37,716,521 Against, 218,819 Abstain, and 24,764,077 broker non-votes.
Was the independent auditor approved?
Yes. Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm, with 510,538,774 votes For, 175,866 Against, and 76,002 Abstain. The filing states there were no broker non-votes on this proposal.
What share issuance authority did shareholders grant the Board?
Shareholders authorized the Board to allot shares (474,984,226 For, 10,910,963 Against, 131,376 Abstain) and to allot shares without rights of pre-emption (455,564,249 For, 30,278,595 Against, 183,721 Abstain).
04—Continue