Alkermes Plc · NASDAQ:ALKS
Alkermes — Shareholder Meeting (May 2017)
12 slides from Alkermes's shareholder meeting presentation, May 12, 2017
Slide 1: 2017 Annual General Meeting
2017 Annual General Meeting May 2017
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
Slide 3: Proxy Advisory Firm Recommendations
Glass Lewis & Co. has recommended that its clients vote “FOR” all of our proposals, including our Share Issuance Proposals, partially in recognition that our ordinary shares are listed solely on the NASDAQ Global Select Market (“NASDAQ”), which provides its own separate restrictions on share issuanc
Slide 4: Irish law requirements for share issuance by directors
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 plans), and when issuing shares for cash, first offer those shares on the same or mor
Slide 5: Why we disagree with ISS's recommendations
We disagree with ISS’s recommendations on our Share Issuance Proposals and ask you to consider the following: ISS has acknowledged a gap in its benchmark policy on share issuance proposals of Irish-incorporated, solely U.S. exchange-listed companies. ISS applied guidelines based on market practice i
Slide 6: Gap in ISS U.S. benchmark policy
In its draft policy updates for 2017, ISS considered adopting a new policy to address share issuance authorities proposals submitted by companies listed solely in the U.S. and incorporated in countries that require shareholder approval to issue new shares. ISS explained that “[i]n the absence of a U
Slide 7: ISS recommendation despite acknowledged policy gap
Notwithstanding ISS’s express acknowledgement of the gap in its U.S. benchmark policy and without any discussion or justification for its decision to continue to analyze our Share Issuance Proposals under its U.K./Ireland voting policy, ISS recommended voting against our Share Issuance Proposals bec
Slide 8: ISS applied a voting policy based on a market where shares are not listed
It is inappropriate for ISS to apply voting guidelines derived from Irish/U.K. market practices to our Share Issuance Proposals simply because we are incorporated in Ireland. Such guidelines are intended to apply to companies listed on an exchange in Ireland or in the U.K. and we are solely listed o
Slide 9: Share issuance authorities and 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 in order to advance our business and increase shareholder value. Many of these
Slide 10: Competitive disadvantage versus U.S.-incorporated peers
We believe that the current limitations on our share issuance authorities place us at a competitive disadvantage as compared to our U.S.-incorporated and exchange-listed peers. Companies that are incorporated and listed in the U.S. are not generally required to—and do not—seek shareholder approval t
Slide 11: Equal footing with U.S. exchange-listed peers
In addition to establishing equal footing and removing competitive disadvantages as compared to our U.S. exchange-listed peers, we will remain subject to all NASDAQ requirements and SEC rules, and fiduciary duties under Irish law. We are considered a U.S. domestic reporting company under SEC rules a
Slide 12: © 2017 Alkermes. All rights reserved.
© 2017 Alkermes. All rights reserved. 13