Alkermes Plc · NASDAQ:ALKS

Alkermes — Shareholder Meeting (April 2017)

25 slides from Alkermes's shareholder meeting presentation, Apr 28, 2017

  1. Slide 1: 2017 Annual General Meeting

    2017 Annual General Meeting April 2017

  2. Slide 2: Forward-Looking Statements

    Certain statements in this presentation 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 our business strategy; potential transactions related to technologies, products

  3. Slide 3: About Alkermes plc

    © 2017 Alkermes. All rights reserved. 3 About Alkermes plc

  4. Slide 4: We Are a Fully-Integrated, Global Biopharmaceutical Company

    We apply our scientific expertise and proprietary technologies to research, develop and commercialize, both with partners and on our own, pharmaceutical products that are designed to address unmet medical needs of patients in major therapeutic areas. We have a diversified portfolio of marketed drug

  5. Slide 5: We Are Listed in the U.S. and Incorporated in Ireland

    We are listed exclusively on NASDAQ Global Select Market (“NASDAQ”) and incorporated in Ireland. Because our ordinary shares are listed exclusively in the U.S. and the U.S. capital markets are the sole capital markets for our ordinary shares we: follow the rules and regulations of the SEC and the NA

  6. Slide 6: What are proposals 5 and 7 and why are they important?

    © 2017 Alkermes. All rights reserved. 6 What are proposals 5 and 7 and why are they important?

  7. Slide 7: Irish Law Requires Us to Obtain Shareholder Approval of Share Issuance Authorities

    Irish Law Requires Us to Obtain Shareholder Approval of Share Issuance Authorities As a matter of Irish law, directors of an Irish public limited company must: Have specific authority from shareholders to allot and issue any of the company’s ordinary shares (other than pursuant to employee equity pl

  8. Slide 8: Irish Law Does Not Require Us to Limit Our Share Issuance Authorities

    Irish Law Does Not Require Us to Limit Our Share Issuance Authorities to Conform to Market Practice for Companies Listed on the ISE Share issuance limitations derived from Irish market practice are not required by Irish or U.S. laws or regulations and we do not believe that limitations derived from

  9. Slide 9: We Are Seeking Full Share Issuance Authorities

    We Are Seeking Full Share Issuance Authorities Our original share issuance authorities expired on September 15, 2016 and accordingly, we sought approval of the renewal of our share issuance authorities at our 2016 Annual General Meeting of Shareholders, and, in so doing, followed the market practice

  10. Slide 10: Proposals 5 and 7: Share Issuance Proposals

    Proposals 5 and 7 ask shareholders to approve, for a five-year period commencing on the date of approval of the Share Issuance Proposals, our directors’ authority to: Allot and issue shares up to a maximum of our authorized but unissued share capital (the “Share Allotment and Issuance Authority”), a

  11. Slide 11: Review of potential strategic transactions

    We regularly review potential transactions related to technologies, products or product rights and businesses complementary to our business and, if appropriate, we may seek to enter into one or more of these transactions at any time in order to advance our business and increase shareholder value. Ma

  12. Slide 12: Flexibility to take advantage of strategic opportunities

    It is important that we have the flexibility to quickly take advantage of strategic opportunities, including potentially transformative acquisitions and other capital-intensive opportunities. We believe that the additional restrictions on our ability to deploy capital if the Share Issuance Proposals

  13. Slide 13: Consequences if share issuance authorities are not renewed

    If our share issuance authorities are not renewed on the terms set forth in Proposals 5 and 7, it would negatively impact our ability to quickly take advantage of strategic opportunities, including potentially transformative acquisitions and other capital-intensive opportunities if and when such acq

  14. Slide 14: Our Other 2017 Annual General Meeting Proposals

    © 2017 Alkermes. All rights reserved. 14 Our Other 2017 Annual General Meeting Proposals

  15. Slide 15: Recurring Annual Proposals

    Election of directors (Proposal 1) Non-binding, advisory say-on-pay vote (Proposal 2) Ratify, in a non-binding, advisory vote, PricewaterhouseCoopers LLP’s re-appointment and authorize, in a binding vote, the Audit and Risk Committee’s determination of auditor remuneration (Proposal 3) 15 Recurring

  16. Slide 16: Other Non-Recurring Proposals

    Approval of the Alkermes plc 2011 Stock Option And Incentive Plan, as amended (Proposal 4) Adjournment (Proposal 6) 16 Other Non-Recurring Proposals

  17. Slide 17: Approval of the Alkermes plc 2011 Stock Option and Incentive Plan (Proposal 4)

    © 2017 Alkermes. All rights reserved. 17 Approval of the Alkermes plc 2011 Stock Option and Incentive Plan, as Amended (Proposal 4)

  18. Slide 18: Why You Should Vote FOR Proposal 4

    Why Proposal 4 is on the Agenda and Why You Should Vote “FOR” Proposal 4 Shareholder approval is requested to: Increase the number of ordinary shares authorized for issuance under the Alkermes plc 2011 Stock Option and Incentive Plan, as amended (the “2011 Plan”), by 3,000,000 ordinary shares (subje

  19. Slide 19: Adjournment (Proposal 6)

    © 2017 Alkermes. All rights reserved. 19 Adjournment (Proposal 6)

  20. Slide 20: Why You Should Vote FOR Proposal 6

    Why Proposal 6 is on the Agenda and Why You Should Vote “FOR” Proposal 6 Proposal 7 (approve directors’ authority to issue shares for cash without first offering shares to existing shareholders) is a special resolution under Irish law that requires no less than 75% of the votes cast at a general mee

  21. Slide 21: About Our Corporate Governance

    © 2017 Alkermes. All rights reserved. 21 About Our Corporate Governance

  22. Slide 22: Strong Corporate Governance Practices

    Strong Corporate Governance Practices 7 out of 8 directors are independent Regular executive sessions of independent directors Audit, compensation and nominating and corporate governance committees are comprised solely of independent directors Endeavor to have a Board with diverse viewpoints Annual

  23. Slide 23: 2017 Annual General Meeting Logistics

    © 2017 Alkermes. All rights reserved. 23 2017 Annual General Meeting Logistics

  24. Slide 24: We Value Your Support at our 2017 Annual General Meeting

    We Value Your Support at our 2017 Annual General Meeting Our 2017 Annual General Meeting is on May 24, 2017. Our Board recommends that you vote “FOR” each of the nominees in Proposal 1 and “FOR” each of the other proposals. Your vote is important, no matter how many or few shares you may own. Please

  25. Slide 25: © 2017 Alkermes. All rights reserved.

    © 2017 Alkermes. All rights reserved. 25

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