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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 16, 2022

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

At the 2022 Annual General Meeting of Shareholders (the “Annual Meeting”) of RVL Pharmaceuticals plc (the “Company”) held on June 16, 2022, 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, 2022, and authorization, in a binding vote, of the Company’s board of directors, acting through the audit committee, to set the independent registered public accounting firm’s remuneration; and

 

·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.

 

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, 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 successor is duly elected and qualified or until his death, resignation or removal, based on the following votes:

 

   For   Against   Abstain   Broker
Non-Votes		 
Brian Markison   63,222,617    320,044    321,178    8,959,629 
                     
Joaquin Benes   60,694,113    2,739,565    430,161    8,959,629 
                     
David Burgstahler   60,735,617    2,699,108    429,114    8,959,629 
                     
Gregory L. Cowan   62,977,297    402,404    484,138    8,959,629 
                     
Michael DeBiasi   63,058,279    374,377    431,183    8,959,629 
                     
Sriram Venkataraman   63,053,715    299,471    510,653    8,959,629 
                     
Juan Vergez   58,199,214    5,357,824    306,801    8,959,629 

 

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, 2022, and authorized, in a binding vote, the Company’s board of directors, acting through the audit committee, to set the independent registered public accounting firm’s remuneration, based on the following votes:

 

For   Against   Abstain
71,892,258   813,415   117,795

 

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
28,894,940   1,340,770   1,357,185

 

 

 

 

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
     
  By: /s/ Brian Markison
    Brian Markison
    Chief Executive Officer

 

Date: June 17, 2022

 

 

 

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