Alkermes plc DEFA14A, filed May 20, 2021
Alkermes plc. (ALKS)
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): May 18, 2021
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 D04 C5Y6 | ||||
| (Address of principal executive offices) | ||||
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
| Ordinary shares, $0.01 par value | ALKS | 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 ☐
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. |
On May 18, 2021, the Board of Directors (the “Board”) of Alkermes plc (the “Company”) increased the size of the Board to thirteen (13) directors and elected Emily Peterson Alva to the Board, effective immediately, as a Class II member with a term expiring at the Company’s 2022 annual general meeting of shareholders. Ms. Alva was also elected as a member of the Financial Operating Committee of the Board.
For her service on the Board, Ms. Alva will receive (i) a new director equity grant and (ii) an annual cash retainer and annual equity grant, in each case with the terms, and in the amounts, as determined in accordance with the processes described in the “Director Compensation” section of the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2021 (the “2021 Proxy Statement”). The new director equity grant and a prorated annual equity grant for the 12-month period ending at the Company’s 2021 annual general meeting of shareholders will be granted to Ms. Alva in June 2021, on the monthly New Hire Grant Date (as described in the 2021 Proxy Statement).
In addition, the Company will enter into a deed of indemnification with Ms. Alva in substantially the form filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020, and Alkermes, Inc., a wholly-owned indirect subsidiary of the Company, will enter into an indemnification agreement with Ms. Alva in substantially the form filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020.
Ms. Alva is not, nor has been since January 1, 2020, a participant in any transaction involving the Company, or 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.
As previously disclosed, the Company and Elliott Investment Management L.P., Elliott Associates, L.P., Elliott Advisors (UK) Limited and Elliott International, L.P. (collectively, “Elliott”) entered into a cooperation agreement (the “Cooperation Agreement”), filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2020, pursuant to which the Company and Elliott agreed to cooperate in good faith to identify and agree upon an “Additional Director” (as defined and described in the Cooperation Agreement) to be appointed to the Board. Ms. Alva qualifies as the Additional Director under the Cooperation Agreement.
| Item 7.01 | Regulation FD Disclosure. |
On May 20, 2021, the Company issued a press release announcing Ms. Alva’s appointment to the Board, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. This Item 7.01 and Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release issued by Alkermes plc dated May 20, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: May 20, 2021 | By: | /s/ David J. Gaffin | ||||
| David J. Gaffin | ||||||
| Secretary | ||||||
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Exhibit 99.1
Alkermes Contacts:
For Investors: Sandy Coombs +1 781 609 6377
For Media: Katie Joyce +1 781 249 8927
Alkermes Announces the Appointment of Emily Peterson Alva to its Board of Directors
DUBLIN, May 20, 2021 – Alkermes plc (Nasdaq: ALKS) today announced the appointment of a new independent director, Emily Peterson Alva, to the company’s Board of Directors (“Board”). Emily Peterson Alva is an experienced public company board member and a financial, strategic and business advisor to growth companies. A former Lazard M&A Partner with more than 15 years of investment banking experience, Ms. Alva brings significant experience navigating complex strategic, transactional and governance matters for public companies across many sectors including specific expertise in healthcare and pharmaceuticals.
“I am delighted to welcome Emily to Alkermes’ Board of Directors and look forward to her insights and perspectives as we focus our efforts on high return-on-investment opportunities that are consistent with our long-term growth strategy,” said Richard Pops, Chief Executive Officer and Chairman of Alkermes. “As the fifth new independent director appointed to Alkermes’ Board in the last two years, Emily’s addition to the Board underscores our commitment to board diversity, strong corporate governance and meaningful board refreshment.”
“I am pleased to join Alkermes’ Board of Directors at this exciting time and look forward to working closely with other Board members and with management as Alkermes works to make a meaningful impact on the lives of patients and drive value creation for shareholders,” said Ms. Alva.
“Elliott strongly supports Emily’s appointment to the Alkermes Board and its newly formed Financial Operating Committee,” said an Elliott Advisors spokesperson. “Emily brings significant financial and strategic expertise to the Board. This is another welcome step by Alkermes to drive value creation for shareholders as the company implements its Value Enhancement Plan and builds on recent operational progress.”
About Emily Peterson Alva
Emily Peterson Alva is an experienced public and private company board member and an accomplished finance and strategy advisor to founders and leadership teams of growth companies. Ms. Alva has more than two decades of experience leading transactions and strategic evaluations for boards and leadership teams of large global companies and growth companies. Ms. Alva’s professional experience includes more than 15 years as an investment banker at Lazard, most recently as an M&A Partner. During her Lazard tenure, Ms. Alva advised corporate boards and leadership teams on corporate strategy initiatives. Ms. Alva serves on the Boards of Directors of Amneal Pharmaceuticals, Inc., a global pharmaceutical company, and the Atlanta Life Insurance Company, a financial services company that helps consumers, businesses and communities build and protect wealth. Ms. Alva also serves on the Board of Directors of the Mission Society of New York City. Ms. Alva is a corporate board partner with the Nasdaq Center for Board Excellence and a member of PathNorth, the NextGen Board Leaders, the EY Audit Committee Leaders and Extraordinary Women on Boards; she was also previously selected for the Council on Foreign Relations’ Corporate Leaders Program. Ms. Alva is a faculty member and part of the founding leadership team of the Herndon Directors Institute, an innovative corporate governance initiative focused on the inclusion of business leaders from under-represented communities in corporate board rooms. Ms. Alva received a B.A. in Economics from Barnard College, Columbia University.
About Alkermes plc
Alkermes plc is a fully-integrated, global biopharmaceutical company developing innovative medicines in the fields of neuroscience and oncology. The company has a portfolio of proprietary commercial products focused on addiction and schizophrenia, and a pipeline of product candidates in development for schizophrenia, bipolar I disorder, neurodegenerative disorders and cancer. 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.
Important Additional Information
The company has filed a definitive proxy statement, accompanying proxy card and other relevant documents with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the company’s 2021 annual general meeting of shareholders. BEFORE
MAKING ANY VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the definitive proxy statement and other documents filed by the company with the SEC free of charge from the SEC’s website at www.sec.gov. In addition, copies will be available at no charge by visiting the “Investors” section of the company’s website at www.alkermes.com.
The company, its directors and certain of its executive officers are considered participants in the solicitation of proxies from shareholders in respect of the company’s 2021 annual general meeting of shareholders. Information regarding the names of such participants and their respective interests in the company by security holdings or otherwise is set forth in the company’s definitive proxy statement for the company’s 2021 annual general meeting of shareholders, filed with the SEC on May 10, 2021, and in Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
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 focus on high return-on-investment opportunities consistent with its long-term growth strategy and its ability to drive value creation for shareholders; and the potential therapeutic and commercial value of the company’s investigational and commercial products and the company’s work to make a meaningful impact on the lives of patients. 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 Annual Report on Form 10-K for the year ended Dec. 31, 2020 and in subsequent filings made by the company with the 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 hereof. 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.