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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION – DATED MAY 26, 2022

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

 

 

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION – DATED MAY 26, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022 Proxy Statement and

Notice of Annual General Meeting

 

 

 

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION – DATED MAY 26, 2022

Registered in Ireland—No. 498284

Connaught House

1 Burlington Road

Dublin 4, Ireland, D04 C5Y6

NOTICE OF 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS SCHEDULED To be held [●], 2022

To the Shareholders of Alkermes plc:

The 2022 Annual General Meeting of Shareholders (including any adjournments or postponements thereof, the “Annual Meeting”) of Alkermes plc (the “Company” or “Alkermes”), a company incorporated under the laws of Ireland, is scheduled to be held on [●], 2022 at [●]:00 p.m., Irish Standard Time, at the Company’s offices at Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6, for the following purposes:

 

Proposal 1 for the election of directors relates to the election of four Class II directors. In addition to the four director nominees nominated by the Board for election, Sarissa Capital Offshore Master Fund LP (“Sarissa Offshore” and together with its affiliates and associates, “Sarissa”) has provided notice to the Company of its intent to nominate two director nominees for election and such notice has not been withdrawn as of the time of filing of the proxy statement accompanying this notice (the “Time of Filing”). Accordingly, the number of individuals who were, at the Time of Filing, validly nominated in accordance with the Articles of Association for election or re-election as Class II directors exceeded the number of Class II directors to be elected at the Annual Meeting in accordance with Articles 114 and 149, and therefore the contested election provisions of Article 151.2 of the Articles of Association will apply with respect to Proposal 1 (and such contested election provisions will apply even if the nomination of any or all of the Sarissa nominees is withdrawn at or before the Annual Meeting). A separate resolution will be presented at the Annual Meeting for each of the director nominees and, in accordance with the Articles of Association, those four director nominees receiving the highest number of votes cast in person or by proxy on their respective resolutions will be elected as the four Class II directors. Proposals 2 through 5 are ordinary resolutions under Irish law, requiring the affirmative vote of a majority of the votes cast (in person or by proxy) on each resolution at the Annual Meeting for approval. Proposal 6 is a special resolution under Irish law, requiring the affirmative vote of the holders of at least 75% of the votes cast (in person or by proxy) at the Annual Meeting for approval. These items of business are

 

ALKERMES PLC  Notice of 2022 Annual Meeting

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more fully described in the proxy statement accompanying this notice. Shareholders as of [●], 2022, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting.

During the Annual Meeting, following a review of the Company’s affairs, management will present the Company’s Irish statutory financial statements for the year ended December 31, 2021, and the reports of the directors and the independent auditor and accounting firm thereon. There is no requirement under Irish law that the Irish statutory financial statements be approved by shareholders, and no such approval will be sought at the Annual Meeting.

 

YOUR VOTE IS VERY IMPORTANT. It is important that your voice be heard and your shares be represented at the Annual Meeting whether or not you are able to attend. We encourage you to cast your vote promptly so that your shares will be represented and voted at the meeting. Any shareholder entitled to attend, speak and vote at the Annual Meeting may appoint one or more proxies, who need not be a shareholder of record of the Company. If you wish to appoint as proxy any person other than the individuals specified on the Company’s proxy card, you may do so by contacting the Company Secretary at Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6, Attention: Company Secretary or by delivering to the Company Secretary a proxy card in the form mailed to you or in the form set forth in Section 184 of the Irish Companies Act 2014. Your appointed proxy must attend the Annual Meeting in person in order for your votes to be cast. We recommend that you review the further information on the process for, and deadlines applicable to, voting and appointing a proxy under the section entitled “General Information about the Meeting and Voting” commencing on page 12 of the proxy statement accompanying this notice.

 

By Order of the Board of Directors.

 

 

 

DAVID J. GAFFIN

Secretary

Dublin, Ireland

[●], 2022

 

IMPORTANT

Sarissa Offshore has provided notice to the Company of its intent to nominate two director candidates for election to the Board at the Annual Meeting in accordance with the Articles of Association. You may receive proxy solicitation materials from Sarissa. The Company is not responsible for the accuracy of any information contained in any solicitation materials filed or disseminated by or on behalf of Sarissa or any of its representatives or affiliates.

 

THE BOARD DOES NOT ENDORSE SARISSA’S NOMINEES. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE BOARD’S FOUR NOMINEES BY USING THE ENCLOSED WHITE PROXY CARD, AND THAT YOU DISREGARD ANY MATERIALS, AND DO NOT SIGN, RETURN OR VOTE ON ANY [COLOR] PROXY CARD SENT TO YOU BY OR ON BEHALF OF SARISSA. If you have already voted using a [color] proxy card sent to you by Sarissa, you may revoke it by voting using the WHITE proxy card or through any other means of voting set forth on your proxy card. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting.

 

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF THE BOARD’S FOUR NOMINEES UNDER PROPOSAL 1 AND “FOR” PROPOSALS 2, 3, 4, 5 and 6 USING THE ENCLOSED WHITE PROXY CARD.

If you have questions about how to vote your shares,

please call the firm assisting us with the solicitation of proxies,

 

Innisfree M&A Incorporated:

Shareholders may call toll-free: +1 (877) 750-9496

Banks and brokers may call collect: +1 (212) 750-5833

 

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON [●], 2022. This notice, the accompanying proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 are available at http://www.proxydocs.com/ALKS. These materials are also available free of charge on the Investors section of our website at www.alkermes.com. Because we have elected to utilize the “full set delivery” option for proxy materials related to the Annual Meeting, we are delivering paper copies of our proxy materials to our shareholders as of the Record Date.

 

The Company’s Irish statutory financial statements for the year ended December 31, 2021, including the related reports thereon, are available on the Annual Reports page of the Investors section of our website at www.alkermes.com.

 

Special COVID-19 Notice: We intend to hold the Annual Meeting in person at the Company’s offices as described above. However, we are monitoring guidance issued by the Irish Health Service Executive (“HSE”), the Irish government, the U.S. Centers for Disease Control and Prevention and the World Health Organization and we have implemented, and will continue to implement, measures advised by the HSE designed to minimize the spread of COVID-19, including in respect of the Annual Meeting. The Company advises that any person who has recently tested positive for COVID-19, or has been in recent close contact with any person who has recently tested positive for COVID-19, or is experiencing, or has been in recent close contact with any person experiencing, any COVID-19 symptoms, should not attend the Annual Meeting in person. In the event that it is necessary to make alternative arrangements with respect to the date, location or format of the Annual Meeting, we will announce details of the alternative arrangements as promptly as practicable on the Investor Events page of the Investors section of our website at www.alkermes.com and will file details of such alternative arrangements with the U.S. Securities and Exchange Commission as additional proxy materials. Please monitor the Investors section of our website regularly, as circumstances may change on short notice. As always, we encourage you to vote your shares prior to the Annual Meeting.

 

 

ALKERMES PLC  Notice of 2022 Annual Meeting

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Dear Fellow Shareholders,

 

The 2022 Annual General Meeting of Shareholders (including any adjournments or postponements thereof, the “Annual Meeting”) of Alkermes plc (the “Company” or “Alkermes”), is scheduled to be held on [●], 2022 at [●]:00 p.m., Irish Standard Time, at the Company’s offices at Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6.

 

Your vote will be especially important this year because Sarissa Capital Offshore Master Fund LP (“Sarissa Offshore” and, together with its affiliates and associates, “Sarissa”) has provided notice to the Company of its intent to nominate two directors for election to the Company’s Board of Directors (the “Board”) at the Annual Meeting. The Board and Company management have attempted to engage constructively with Sarissa and the Board has considered each of Sarissa’s director nominees. When determining the Board’s recommendations on the nominees and matters before the Annual Meeting, the Board has carefully considered the best interests of all of the Company’s shareholders. THE BOARD DOES NOT ENDORSE SARISSA’S NOMINEES AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE BOARD NOMINEES BY USING THE ENCLOSED WHITE PROXY CARD, AND THAT YOU DISREGARD ANY MATERIALS, AND DO NOT SIGN, RETURN OR VOTE ON ANY [COLOR] PROXY CARD, SENT TO YOU BY OR ON BEHALF OF SARISSA. If you have already signed any [color] proxy card provided by or on behalf of Sarissa, you have every legal right to change your vote by completing, signing and dating the enclosed WHITE proxy card and promptly mailing to the address indicated on your WHITE proxy card or following the instructions on the enclosed WHITE proxy card to vote via the Internet or by telephone. Only your latest dated proxy will count. IT IS EXTREMELY IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETING.

 

There are a number of other important proposals for your consideration at the Annual Meeting, including an advisory vote on our executive compensation, ratification of our independent auditors and approval of certain remuneration paid to such auditors, approval of an increase in the number of shares authorized for issuance under our stock option and incentive plan, and renewal of the Board’s Irish share issuance authorities. More information on the Company, the Annual Meeting, and the Board’s recommendations on each matter to be voted on at the Annual Meeting can be found in the enclosed proxy materials or other materials we may send you regarding the Annual Meeting. We encourage you to read these materials carefully when deciding how to vote your shares.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible so that your voice is heard.

 

Thank you for your continued support of Alkermes,

 

 

ALKERMES PLC   Letter to Shareholders

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION – DATED MAY 26, 2022

 

Registered in Ireland—No. 498284

Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6

 

PROXY STATEMENT

2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS SCHEDULED FOR [●], 2022

 

ALKERMES PLC  2022 Proxy Statement 1

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Proxy Summary

 

This proxy summary highlights information that is described in more detail elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. Your vote is very important.

General Information

 

 

YOUR VOTE IS VERY IMPORTANT. Your vote is particularly important this year in light of the proxy contest being conducted by a dissident shareholder. We encourage you to vote as soon as possible so that your shares are represented at the meeting. We urge you to vote TODAY by completing, signing and dating the enclosed WHITE proxy card and promptly mailing it to the address indicated or following the instructions on the enclosed WHITE proxy card to vote via the Internet or by telephone. Returning your WHITE proxy card will not prevent you from voting in person at the Annual Meeting but will ensure that your vote is counted if you are unable to attend.

How to Cast Your Vote

If you are a shareholder of record, you have four ways to vote:

Votes by telephone, by Internet or by mail must be received by 4:59 a.m., Irish Standard Time, on [●], 2022 (11:59 p.m., United States Eastern Daylight Time, on [●], 2022).

If your ordinary shares are held through a bank, broker or other nominee, please follow the voting instructions provided by such bank, broker or other nominee in order for your shares to be voted. If you do not give instructions to your broker, your broker will not be able to vote your shares with respect to these proposals. We urge you to instruct your broker, bank or other nominee to vote your shares in accordance with the Board’s recommendations. For more information, see the section entitled “General Information About the Meeting and Voting” beginning on page 12 of this proxy statement.

Purpose of this Proxy Statement

The board of directors of Alkermes plc (the “Board”) is soliciting proxies for use at the 2022 annual general meeting of shareholders of Alkermes plc (including any adjournments or postponements thereof, the “Annual Meeting”). This proxy statement contains important information for you to consider when deciding how to vote on matters to be brought before the Annual Meeting. Please read it carefully. This proxy statement is first being made available to our shareholders on or about [●], 2022. This proxy statement is also available online at http://www.proxydocs.com/ALKS. The specific proposals to be considered and acted upon at the Annual Meeting are summarized below and described in more detail in this proxy statement.

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Voting Matters and Recommendations of the Board

Proposal 1—Election of Directors: Proposal 1 relates to the election of four Class II directors. Our Board is asking you to vote, by separate resolutions, to elect each of Emily Peterson Alva, Cato T. Laurencin, M.D., Ph.D., Brian P. McKeon and Christopher I. Wright, M.D., Ph.D. (collectively, the “Board Nominees”) to serve as Class II directors on the Board, each to hold office for a one-year term until our 2023 annual general meeting of shareholders. Each Board Nominee was nominated for election by our Board upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) based on an assessment of their unique experience, qualifications, attributes and skills and their ability to devote sufficient time and attention to Board duties and to otherwise fulfill the responsibilities required of directors.

When determining the Board’s recommendations on the nominees and matters before the Annual Meeting, the Board considered each of Alexander Denner, Ph.D. and Sarah Schlesinger, M.D. (together, the “Sarissa Nominees”) and carefully considered the best interests of the Company and its shareholders. THE BOARD DOES NOT ENDORSE THE SARISSA NOMINEES AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE FOUR BOARD NOMINEES BY USING THE ENCLOSED WHITE PROXY CARD, AND THAT YOU DISREGARD ANY MATERIALS, AND DO NOT SIGN, RETURN OR VOTE ON ANY [COLOR] PROXY CARD, SENT TO YOU BY OR ON BEHALF OF SARISSA.

The below table provides summary information about the Board Nominees and our continuing directors. For additional information concerning this proposal, the Board Nominees and the Board, see Proposal 1 beginning on page 31 of this proxy statement and the section entitled “Board of Directors” beginning on page 33 of this proxy statement.

*Effective as of the close of the Annual Meeting.

**Dr. Dixon currently serves as Chair of the Nominating and Corporate Governance Committee until her retirement from the Board effective as of the close of the Annual Meeting.

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Proposal 2—Non-Binding, Advisory Vote on Executive Compensation: We are asking you to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for 2021. For additional information, see Proposal 2 beginning on page 68 of this proxy statement.

Proposal 3—Non-Binding Ratification of Appointment of Independent Auditor and Accounting Firm and Binding Authorization of Audit and Risk Committee to Set Independent Auditor and Accounting Firm’s Remuneration: We are asking you to ratify, on a non-binding, advisory basis, the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor and accounting firm, and to authorize, on a binding basis, the Audit and Risk Committee of the Board (the “Audit and Risk Committee”) to set PwC’s remuneration. For additional information, see Proposal 3 beginning on page 69 of this proxy statement.

Proposal 4—Approval of Alkermes plc 2018 Stock Option and Incentive Plan, as Amended: We are asking you to approve the Alkermes plc 2018 Stock Option and Incentive Plan, as amended (the “2018 Plan”), as proposed to be further amended to increase the number of ordinary shares that are authorized for issuance thereunder by [●] (subject to adjustment for stock splits, stock dividends and similar events). For additional information, see Proposal 4 beginning on page 70 of this proxy statement.

Proposal 5—Renewal of Board Authority to Allot and Issue Shares under Irish Law: Under Irish law, the directors of an Irish public limited company (“plc”) must have specific authority from its shareholders to allot and issue any shares, including shares which are part of the company’s authorized but unissued share capital. Most recently, our directors were authorized to allot and issue new ordinary shares up to the amount of our authorized but unissued share capital. This authority was approved at our 2017 annual general meeting of shareholders and expired on May 24, 2022. As a matter of Irish law, this authority can be granted for a maximum period of five years, at which point it lapses unless renewed by our shareholders. We are asking you to renew our Board’s authority to allot and issue shares for a period of 18 months in accordance with the terms set forth in Proposal 5. Granting to a company’s board of directors authority to allot and issue shares is routine for Irish plcs. For additional information, see Proposal 5 beginning on page 80 of this proxy statement.

Proposal 6—Renewal of Board Authority to Disapply the Statutory Pre-emption Rights under Irish Law: Under Irish law, unless otherwise authorized by its shareholders, an Irish plc generally may not issue shares for cash without first offering those shares on the same or more favorable terms to its existing shareholders on a pro-rata basis. Most recently, our directors were authorized to disapply these statutory pre-emption rights and issue new shares for cash, up to the amount of our authorized but unissued share capital, on a non-pre-emptive basis. This authority was approved at our 2017 annual general meeting of shareholders and expired on May 24, 2022. As a matter of Irish law, this authority can be granted for a maximum period of five years, at which point it lapses unless renewed by our shareholders. We are asking you to renew our Board’s authority to disapply these statutory pre-emption rights for a period of 18 months in accordance with the terms set forth in Proposal 6. Granting authority to disapply these statutory pre-emption rights to a company’s board of directors is routine for Irish plcs. For additional information, see Proposal 6 beginning on page 81 of this proxy statement.

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Business Overview

Alkermes plc (together with its consolidated subsidiaries, “Alkermes” or the “Company” and referred to herein using terms such as “us” or “we”) is a fully-integrated, global biopharmaceutical company that applies its scientific expertise and proprietary technologies to research, develop, manufacture and commercialize, both with partners and on its own, pharmaceutical products that are designed to address unmet medical needs of patients in major therapeutic areas.

Alkermes has a diversified portfolio of marketed products focused on central nervous system disorders, including proprietary products focused on alcohol dependence, opioid dependence, schizophrenia and bipolar I disorder, and a pipeline of product candidates in development for neurodegenerative disorders and cancer. Headquartered in Dublin, Ireland, Alkermes has a research and development (“R&D”) center in Waltham, Massachusetts; an R&D and manufacturing facility in Athlone, Ireland; and a manufacturing facility in Wilmington, Ohio.

 

2021 Business Priorities and Highlights

Three strategic priorities guided our management of the business in 2021: commercial execution; advancement of our development pipeline; and a focus on profitability. At the same time, we worked to enhance our foundation of strong corporate governance, dedication to patients and to our employees and our commitment to operating in an ethical and responsible manner.

Consistent with these priorities, and despite COVID-19-related challenges, 2021 was a year of important accomplishments for the Company. Highlights included:

 

We executed on our commercial strategy

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We made significant progress in advancing our pipeline programs

 

We continued to focus on profitability

 

We maintained operational excellence

 

We further strengthened our commitment to our people and our stakeholders

 

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Corporate Governance Highlights

We strive to maintain strong corporate governance practices that promote the long-term interests of the Company and our shareholders and strengthen the oversight of our management and our Board. Highlights of these practices include the following:

 

Recent Enhancements to our Corporate Governance

We regularly review and refine our governance policies and practices. In 2021 and in 2022, we continued to engage with our shareholders (see the section entitled “Extensive Shareholder Engagement” on page 9 of this proxy statement) and, following careful consideration of the feedback received, and taking into account the evolving needs of our business and market trends in governance practices, we took the following actions, among others, to enhance our corporate governance:

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Board of Directors – Overview

Our Board is substantially independent, has a strong representation of directors who are diverse in terms of age, self-identified gender or race/ethnicity, and has a mix of newer and longer-tenured directors, providing what we consider to be an appropriate balance of experience, institutional knowledge, fresh perspectives and skillsets. The following graphics reflect the composition of the Board following the Annual Meeting, assuming election of each of the four Board Nominees.

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For additional information about our Board composition, including specific qualifications and experience of, and other information about, the Board Nominees and continuing directors, see the section entitled “Director Diversity, Qualifications and Experience” beginning on page 35 of this proxy statement.

Extensive Shareholder Engagement

Our management team and our Board value, and frequently solicit, the views of our shareholders. We participate in investor conferences throughout the year and regularly engage with our shareholders through open dialogue and direct communication on a variety of topics, including our business and growth strategy, financial performance, corporate governance, executive compensation practices and various ESG matters.

Shareholder Outreach, Engagement and Feedback

For the past several years, we have increased the frequency and scope of our shareholder engagement activities and have actively solicited shareholder feedback. Following our annual meetings in 2019 and 2020, we requested engagement meetings with shareholders who collectively held more than 75% of our outstanding shares and, in each of 2019 and 2020, held meetings with shareholders who collectively held approximately 65% of our outstanding shares.

In 2021, our say-on-pay proposal received support of approximately 73% of the votes cast. Following our annual meeting in 2021, we requested engagement meetings with shareholders who collectively held approximately 80% of our outstanding shares and held meetings with shareholders who collectively held approximately 65% of our outstanding shares. Our Lead Independent Director and other members of our Board participated in certain of these meetings alongside representatives of management.

The primary areas of discussion during these meetings related to:

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Board Responsiveness to Shareholder Feedback

Feedback from our shareholder engagement meetings was discussed with management and relayed to the Board and the committees of the Board, as appropriate. After careful consideration of the feedback received, our Board and management team took the following actions:

Enhancements to Compensation Programs. The Compensation Committee implemented significant changes to our executive compensation program to enhance its performance-based nature and alignment with the creation of shareholder value. For a detailed description of these and other actions taken by our Compensation Committee in response to shareholder feedback, see the sections entitled “Executive Compensation Highlights” and “Board Responsiveness – Enhancements to Compensation Practices” beginning on pages 11 and 95 of this proxy statement, respectively.

Enhancements to Governance. Our Board has taken a number of actions to enhance our governance policies and practices and our Board structure, composition and diversity. Our Board appointed three new, independent directors, one in May 2021, one in November 2021 and one in May 2022, each of whom adds gender or racial/ethnic diversity to our Board and further strengthens its expertise in targeted areas of importance to our business strategy. In addition, in June 2021, we initiated the declassification of our Board and two of our longer-serving directors retired. In May 2022, we adopted certain amendments to our Articles of Association that provide for a plurality voting standard for contested director elections. Also in May 2022, we appointed a new Lead Independent Director, effective as of the close of the Annual Meeting, and two of our longer-standing directors announced their decisions to retire from the Board as of the close of the Annual Meeting. For a detailed description of these and other actions taken by our Board in response to shareholder feedback on governance matters, see the section entitled “Recent Enhancements to Governance Practices” beginning on page 50 of this proxy statement.

Increased Focus on Expense Management and Long-Term Profitability. Consistent with the Company’s ongoing focus on expense management and long-term profitability, we announced certain long-term profitability targets, formed a new committee—the Financial Operating Committee of the Board (the “Financial Operating Committee”)—to oversee achievement of such targets and implementation of cost optimization activities, and incorporated objectives relating to such targets into our 2021 and 2022 annual bonus plans and long-term equity incentive plans for our executives. We also hosted a virtual Investor Day in March 2021 with presentations focused on our research and development strategy and pipeline, and our plans for growth, profitability and value creation for our shareholders.

Shareholder Acknowledgement of Board Responsiveness

In our engagement meetings since these changes were made, shareholders have recognized these significant enhancements and commended the Board and Compensation Committee for their responsiveness.

We remain committed to engaging with shareholders and other stakeholders on a regular basis to solicit and consider their views on our business strategy and performance, executive compensation programs and corporate responsibility, sustainability and governance practices.

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Executive Compensation Highlights

Our executive compensation program is focused on attracting and retaining experienced and well-qualified executive officers who will help advance our critical business objectives, and rewarding them for performance that contributes meaningfully to the creation of shareholder value. Our executive compensation highlights include the following, all of which are designed to align our executives’ incentives with the interests of our shareholders and our corporate objectives:

 

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General Information about the Meeting and Voting

 

Why am I receiving these proxy materials?

We are making this proxy statement available to you on or about [●], 2022 on the Internet, and by delivering printed versions to you by mail, because our Board is soliciting your proxy to vote your ordinary shares, $0.01 par value per share, of Alkermes plc (referred to in this proxy statement as “shares” or “ordinary shares”) at the Annual Meeting scheduled to be held on [●], 2022. This proxy statement contains information about the Company and the items being voted on at the Annual Meeting.

This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”) are also available through the Investors section of our website at www.alkermes.com or at http://www.proxydocs.com/ALKS. The information contained on or connected to our website is not incorporated by reference into and should not be considered part of this proxy statement.

Who is soliciting proxies for the Annual Meeting with this proxy statement?

Our Board, on behalf of the Company, is soliciting your proxy to vote your ordinary shares on all matters to be presented at the Annual Meeting, whether or not you attend the Annual Meeting. By completing, signing, dating and returning the enclosed proxy card or voting instruction form, or by submitting your proxy and voting instructions via the Internet or by telephone, you are authorizing the Company’s named proxy holders to vote your ordinary shares at the Annual Meeting in accordance with your instructions.

Under applicable SEC rules and regulations, the Board’s directors and director nominees and certain officers of the Company are “participants” with respect to the Company’s solicitation of proxies in connection with the Annual Meeting (each such person, a “Participant”). For more information on the Participants in the Company’s solicitation, please see “Additional Information Regarding Participants in the Solicitation” in Appendix C of this proxy statement.

What should I do if I receive a proxy card or other proxy materials from Sarissa?

Sarissa Offshore has notified the Company that it intends to nominate two director candidates for election at the Annual Meeting. You may receive proxy solicitation materials and/or calls from Sarissa or its proxy solicitor. The Company is not responsible for the accuracy of any information provided by or relating to Sarissa or its nominees contained in proxy materials filed or disseminated by or on behalf of Sarissa or any other statements that Sarissa may make.

Our Board unanimously recommends using the enclosed WHITE proxy card to vote “FOR” each of the four Board Nominees. Our Board recommends that you DISREGARD any [color] proxy cards that you may receive from Sarissa or on its behalf. If you have already voted using a [color] proxy card sent to you by Sarissa, you may revoke it by voting using the enclosed WHITE proxy card or through any other means of voting set forth on your proxy card. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting. If you attend and validly vote at the Annual Meeting, your proxy will not be used.

Who can vote at the Annual Meeting?

If you owned ordinary shares of the Company as of the close of trading on the Nasdaq Global Select Market on [●], 2022 (the “Record Date”), you are entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, there were [●] ordinary shares issued and outstanding and entitled to be voted.

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Am I a shareholder of record or a beneficial owner?

Shareholders of Record. If, as of the Record Date, your ordinary shares were registered in your name (and not in the name of a bank, broker or other nominee) with the Company’s transfer agent, Computershare Trust Company, N.A., then you are a shareholder of record.

Beneficial Owners. If, as of the Record Date, your ordinary shares were not registered in your name, but rather were held in an account at a bank, brokerage firm or other nominee in the name of your bank, broker, or other nominee, then such shares are held in “street name” and you are the beneficial owner of such shares.

How many votes do I have?

On each matter to be voted upon, you have one vote for each ordinary share you owned as of the Record Date. Cumulative voting is not permitted in the election of directors.

When and where is the Annual Meeting scheduled to be held?

The Annual Meeting is scheduled to be held on [●], 2022 at [●]:00 p.m., Irish Standard Time, at the Company’s offices at Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6. Admission to the Annual Meeting is restricted to shareholders as of the Record Date and/or their proxy holders.

How do proxies work and how will they be voted?

You may choose to designate another person as your ‘proxy’ to vote the shares you own on your behalf. If you designate someone as your proxy in a written document, that document is also called a ‘proxy’ or a ‘proxy card’. Any proxy that is properly executed and received by the Company will be voted in accordance with the instructions provided on the proxy card. Our Board is asking for your proxy to authorize the Company’s named proxy holders to vote your shares at the Annual Meeting in the manner you direct. We encourage you to promptly vote on each of the Company’s proposals to be voted on at the Annual Meeting. If you submit your proxy without specifying your voting instructions, your shares will be voted in accordance with the Board’s recommendations as follows:

Shares represented by valid proxies received and not subsequently revoked before the Annual Meeting that do not specify instructions will be voted at the Annual Meeting in the manner set forth above. You can revoke your proxy and change your vote in the manner described in the section entitled “Can I change my vote after submitting my proxy?” on page 18 of this proxy statement. If your shares are held through a bank, broker or other nominee, please follow the instructions that you were provided by such bank, broker or other nominee.

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Our Board is not aware of any matters that are expected to come before the Annual Meeting other than those described in this proxy statement. If any other matter is presented at the Annual Meeting upon which a vote may be properly taken, ordinary shares represented by all WHITE proxy cards received by the Company will be voted at the discretion of the named proxy holders as set forth on the enclosed WHITE proxy card.

How do I vote?

It is important that your shares are represented at the Annual Meeting, whether or not you attend the Annual Meeting in person. You may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting, on each proposal to be voted on at the Annual Meeting.

Shareholders of Record. As a shareholder of record, there are four ways to vote:

 

 

 

 

If you are a shareholder of record and you choose to submit your proxy by telephone by calling the toll-free number on your proxy card, your use of that telephone system and in particular the entry of your pin number/other unique identifier, will be deemed to constitute your appointment, in writing and under hand, and for all purposes of the Irish Companies Act 2014, as amended (the “Companies Act”), of Christopher McLaughlin, Carol McNelis, Richie Paul, Thomas Riordan and Scott Winter as your named proxy holders, each with power to act without the other and with full power of substitution, to vote your shares on your behalf in accordance with your telephone instructions.

Beneficial Owners.  If you are a beneficial owner of shares held through a bank, broker or other nominee, please follow the voting instructions provided by your bank, broker or other nominee. In most cases, you may submit voting instructions by telephone or by Internet to your bank, broker or other nominee, or you can sign, date and return a voting instruction form to your bank, broker or other nominee. If you provide specific voting instructions by telephone, by Internet or by mail, your bank, broker or other nominee must vote your shares as you have directed. If you wish to vote in person at the Annual Meeting, you must request a legal proxy from your bank, broker or other nominee.

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What happens if I do not give specific voting instructions when I deliver my proxy?

Shareholders of Record. If you are a shareholder of record and you:

then the Company’s named proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and such proxy holders may determine in their discretion how to vote your shares in respect of any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners.  If you are a beneficial owner of shares held in “street name” through a bank, broker or other nominee and you do not instruct your bank, broker or other nominee as to how to vote your shares, your bank, broker or other nominee may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange (the “NYSE Rules”), banks, brokers and other securities intermediaries that are subject to the NYSE rules (as are the vast majority of the banks, brokers and other securities intermediaries who hold shares on behalf of beneficial owners of our shares) ordinarily may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under the NYSE Rules. However, such banks, brokers or other securities intermediaries may not use their discretion to vote your uninstructed shares with respect to matters considered to be “non-routine” under the NYSE Rules, resulting in such circumstances in what are commonly referred to as “broker non-votes”. We believe that Proposals 1, 2 and 4 are considered “non-routine” matters under the NYSE Rules meaning that your broker may not vote your shares on such proposals in the absence of your voting instructions. We believe that Proposals 3, 5 and 6 are considered to be “routine” matters under NYSE rules meaning that if you do not return voting instructions to your bank, broker or other nominee by its deadline, your shares may ordinarily be voted by your broker in its discretion on such proposals. However, given that we expect the Annual Meeting to be a contested meeting, if your shares are held in street name and the bank, broker or other nominee holding your shares have provided you with competing proxy materials from Sarissa, under applicable rules, such banks, brokers and other nominees will not be permitted to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting, whether “routine” or not. Accordingly, in such circumstances, if you do not submit any voting instructions to your broker or other nominee, your shares will not be counted in determining the outcome of any of the proposals at the Annual Meeting, nor will your shares be counted for purposes of determining whether a quorum exists. If you receive proxy materials only from Alkermes, your broker or other nominee may vote your shares without your specific instruction with respect to Proposals 3, 5 and 6. If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from such bank, broker or other nominee. We strongly encourage you to submit your voting instructions as soon as possible and exercise your right to vote as a shareholder.

What is the deadline for voting my shares if I do not vote in person at the Annual Meeting?

If you are a shareholder of record, you may vote by Internet or submit your proxy by telephone until 4:59 a.m., Irish Standard Time, on [●], 2022 (11:59 p.m., United States Eastern Daylight Time, on [●], 2022), or, if you elect to vote by mail, your signed and dated printed proxy card must be received by the Company by 4:59 a.m., Irish Standard Time, on [●], 2022 (11:59 p.m., United States Eastern Daylight Time, on [●], 2022).

If you are a beneficial owner of shares held through a bank, broker or other nominee, please follow the voting instructions provided by your bank, broker or other nominee.

What does it mean if I receive more than one set of printed proxy materials from the Company?

If you hold your shares in more than one account, you may receive a separate set of printed proxy materials, including a separate WHITE proxy card or voting instruction form, for each account. To ensure that all of your shares are voted, please submit your proxy by telephone or vote by Internet or sign, date and return a printed proxy card or voting instruction form for EACH account. Only your latest dated proxy for each account will be counted at the Annual Meeting. Please sign each proxy card exactly as your name(s) appear on the proxy card. For joint accounts, each owner should sign the proxy card. When signing as an executor, administrator, attorney, trustee, guardian or other representative, please print your full name and title on the proxy card.

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If Sarissa proceeds with its previously announced proxy solicitation, the Company may conduct multiple mailings prior to the Annual Meeting to ensure shareholders have the Company’s latest proxy materials to vote. The Company will send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. We encourage you to vote every WHITE proxy card you receive. Only the latest dated proxy you submit will be counted, and, if you wish to vote as recommended by our Board, you should only submit WHITE proxy cards.

If you have any questions or need assistance voting, please contact our proxy solicitor, Innisfree M&A Incorporated. Shareholders may call toll-free at +1 (877) 750-9496. Banks and brokers may call collect: +1 (212) 750-5833.

Which ordinary shares are included on a proxy or voting instruction card?

Each proxy or voting instruction card represents the ordinary shares that you own as of the close of business on the Record Date. You may receive more than one proxy or voting instruction card if you hold your shares in multiple accounts, some of your shares are registered directly in your name with the Company’s transfer agent, or some of your shares are held in street name through a bank, broker or other nominee. Please vote the shares on each WHITE proxy card or voting instruction card to ensure that all of your shares are counted at the Annual Meeting.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies for the Annual Meeting, including expenses relating to the preparation, printing and mailing to shareholders of this proxy statement and other proxy materials. We have retained Innisfree M&A Incorporated to assist us in the solicitation of proxies. We will also reimburse banks, brokers and nominees for their reasonable out-of-pocket costs incurred in connection with forwarding proxy materials to, and soliciting voting instructions from, beneficial owners who hold shares of Alkermes in “street name” in the name of such bank, broker or other nominee. Proxies may also be solicited by our directors and certain of our officers and regular employees, whether in person, by mail, by telephone or by email or other electronic means. Our directors, officers and employees will not be paid any additional compensation for any such solicitation efforts.

As a result of the proxy solicitation by Sarissa, the Company may incur additional costs in connection with our solicitation of proxies beyond those that we normally incur for an annual general meeting of shareholders in which there is not a proxy contest. These costs will be borne by the Company.

What is the quorum requirement?

A quorum of shareholders is necessary to hold a valid Annual Meeting. Under our Articles of Association, a quorum will be present if at least one or more shareholders holding not less than a majority of the issued and outstanding shares entitled to vote at the Annual Meeting are present at the Annual Meeting or represented by proxy. On the Record Date, there were [●] ordinary shares issued and outstanding and entitled to vote. Thus, the holders of [●] ordinary shares must be present in person or represented by proxy at the Annual Meeting for a quorum to exist.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank, broker or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted toward the quorum requirement.

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What vote is required to approve each proposal? How are abstentions and broker non-votes treated?

 

 

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How do the results of the Company’s recent Extraordinary General Meeting of Shareholders affect voting at the Annual Meeting?

At the Company’s Extraordinary General Meeting of Shareholders held on May 13, 2022, our shareholders approved amendments to our Articles of Association that provide for a plurality voting standard for contested director elections. This means that if, at the time the Company files its proxy statement for any general meeting of shareholders, the number of persons who are validly nominated for election as directors exceeds the number of available director positions to be filled at such meeting, then only those director nominees receiving the highest number of votes will be elected to fill the available director positions. The Company received notice from Sarissa Offshore on January 4, 2022 of its intention to nominate two director candidates for election to the Board at the Annual Meeting. If Sarissa has not withdrawn its nominations at the time that this proxy statement is filed with the SEC, then the plurality voting standard will apply with respect to the election of directors at the Annual Meeting.

How will voting on any other business be conducted?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. However, if any other matters are properly brought before the Annual Meeting, the persons identified as the named proxy holders (or any other person designated as your proxy) are entitled to vote on each such matter in their discretion.

Can I change my vote after submitting my proxy?

Shareholders of Record. If you are a shareholder of record, you may revoke your proxy by taking any of the following actions:

Beneficial Owners.  If you are a beneficial owner, you must contact the bank, broker or other nominee that holds your shares in order to revoke your proxy. If you are a beneficial owner and you wish to vote in person at the Annual Meeting, you must request a legal proxy from your bank, broker or other nominee.

If you have previously submitted a [color] proxy card sent to you by Sarissa, you may change your vote by completing and returning the enclosed WHITE proxy card in the postage-paid envelope provided, or by voting via the Internet or by telephone by following the instructions on the WHITE proxy card. Please note that submitting a [color] proxy card sent to you by Sarissa will revoke any votes you have previously made via the Company’s WHITE proxy card. Voting to “WITHHOLD” or “ABSTAIN” with respect to any of the Sarissa Nominees on a [color] proxy card sent to you by Sarissa is not the same as voting “FOR” the Board Nominees because a vote to “WITHHOLD” or “ABSTAIN” with respect to the Sarissa Nominees on its [color] proxy card will revoke any WHITE proxy you may have previously submitted. Whether or not you plan to attend the Annual Meeting, we urge you to sign, date and return the enclosed WHITE proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on the WHITE proxy card TODAY.

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Who will count the votes and how are votes counted?

We have retained [●] to assist as tabulator and [●] to serve as the judge of election. Votes will be counted by the judge of election appointed by the Board for the Annual Meeting, who will separately count for each proposal votes “FOR,” “AGAINST,” abstentions and, if applicable, broker non-votes.

What do I need for admission to the Annual Meeting?

All shareholders attending the Annual Meeting in person will be required to show valid government-issued picture identification and may be required to comply with COVID-19-related public health and safety measures in effect at such time. If your ordinary shares are held in street name by a bank, broker or other nominee, you will also need to bring evidence of your ordinary share ownership as of the Record Date, such as your most recent brokerage account statement or a copy of your voting instruction form. If you do not have valid picture identification and, if applicable, proof of your share ownership, you may not be admitted to the meeting.

Is the Company using a universal proxy card in connection with voting at the Annual Meeting?

No. The new rules adopted by the SEC requiring the use of a universal proxy card in contested director elections that take place after August 31, 2022 will not be applicable to the Annual Meeting, which is scheduled to be held on [●], 2022.

Do shareholders have any appraisal or dissenters’ rights on the matters to be voted on at the Annual Meeting?

No, shareholders of the Company will not have rights of appraisal or dissenters’ rights with respect to any matter identified in this proxy statement to be acted upon at the Annual Meeting.

How can I find out the results of the voting at the Annual Meeting?

We plan to report final voting results in a Current Report on Form 8‑K (“Form 8-K”) to be filed with the SEC within four business days after the conclusion of the Annual Meeting. If final voting results are not available to us in time to file a Form 8‑K within four business days after the Annual Meeting, we intend to file a Form 8‑K to publish preliminary results and, within four business days after the final results are known to us, to file an additional Form 8‑K to report the final results. You will be able to find a copy of these Form 8‑Ks on the Internet electronic data system of the SEC, referred to as EDGAR, available at www.sec.gov or through the Investors section of our website at www.alkermes.com.

What are the Irish statutory financial statements and where can I access them?

As an Irish company, the Company is required to prepare statutory financial statements under the Companies Act and to deliver those financial statements together with reports of our directors and auditors thereon to shareholders of record in connection with our annual general meetings of shareholders.

These statutory financial statements cover our results of operations and financial position for the year ended prior to each annual general meeting of shareholders and are approved each year by the Board. There is no requirement under Irish law that such financial statements be approved by the Company’s shareholders, and no such approval will be sought at the Annual Meeting.

The Company’s Irish statutory financial statements for the year ended December 31, 2021, including the reports of the directors and auditors thereon, will be presented at the Annual Meeting in accordance with the requirements of the Companies Act. These financial statements and the related reports are available on the Annual Reports page of the Investors section of the Company’s website at www.alkermes.com.

Who do I contact if I have questions about the Annual Meeting?

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated. Shareholders may call Innisfree toll-free at +1 (877) 750-9496. Banks, brokers and other nominees may call Innisfree at +1 (212) 750-5833. We also invite shareholders to reach out to our Investor Relations team at investor_relations@alkermes.com.

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Important Notice Regarding the Internet and Electronic Availability of Proxy Materials for the Annual Meeting:

All shareholders have the ability to access this proxy statement and the Company’s Annual Report, as filed with the SEC on February 16, 2022, at http://www.proxydocs.com/ALKS or through the Investors section of our website at www.alkermes.com. Because we have elected to utilize the “full set delivery” option for proxy materials related to the Annual Meeting, we are delivering paper copies of our proxy materials to our shareholders as of the Record Date.

In addition, any shareholder may request to receive, on an ongoing basis, future proxy materials in printed form, by mail or electronically by email. A shareholder’s election as to the format for its receipt of proxy materials will remain in effect until such shareholder terminates such election.

Note Regarding Trademarks

We are the owner of various United States (“U.S.”) federal trademark registrations (“^®”) and other trademarks (“^TM”) and service marks (“^SM”), including ALKERMES^®, ALKERMES INSPIRATION GRANTS^®, ALKERMES PATHWAYS RESEARCH AWARDS^®, ARISTADA^®, ARISTADA INITIO^®, LYBALVI^® and VIVITROL^®. INVEGA^® is a registered trademark of Johnson & Johnson Corporation and VUMERITY^® is a registered trademark of Biogen MA Inc., used by the Company under license. Other trademarks, trade names and service marks appearing in this proxy statement are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names in this proxy statement are referred to without the ^® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

Note Regarding Product References

Except as otherwise suggested by the context, (a) references in this proxy statement to “products” or “our products” include our marketed products, marketed products using our proprietary technologies, our licensed products, our product candidates, and product candidates using our proprietary technologies and (b) references in this proxy statement to the “biopharmaceutical industry” are used interchangeably with references to the “biotechnology industry” and/or the “pharmaceutical industry.”

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Background to the Solicitation

 

Executive Summary

The Company has been engaging with Sarissa and Elliott Investment Management L.P. and its affiliates (“Elliott”) since 2020. This engagement has resulted in the appointment of three directors supported by Elliott (Emily Peterson Alva, David Daglio and Brian McKeon) and one director designated by Sarissa (Cato Laurencin, M.D., Ph.D.).

In early January 2022, approximately six weeks after the Board appointed Dr. Laurencin as director designee of Sarissa, the Company received a notice from Sarissa to nominate another two Sarissa director candidates for election to the Board. Consistent with the Board’s nomination process, the Nominating and Corporate Governance Committee, which is composed of three independent directors – Drs. Dixon and Snyderman and the Sarissa designee, Dr. Laurencin – considered the qualifications of the Sarissa Nominees and, in this context, the attributes, qualifications and experience previously identified by the Board as important in a new director nominee in order to support the long-term strategy of the Company and create shareholder value. The Nominating and Corporate Governance Committee unanimously determined that the Sarissa Nominees’ key attributes and experience were neither additive to the Board at this time nor consistent with those attributes and experience previously identified by the Board as important in a new director nominee, and therefore not in the best interests of all shareholders. The Company repeatedly offered to work with Sarissa to identify a mutually agreeable director candidate possessing these desired qualifications and proposed to Sarissa potential candidates, including Christopher Wright, M.D., Ph.D.; however, Sarissa declined. In recent discussions, Alex Denner, Founder and Chief Investment Officer of Sarissa, expressed support for the Board’s addition of Dr. Wright as a director. Still, Dr. Denner has insisted that he should have a seat on the Board himself.

Since 2020 through the date of this proxy statement, members of the Company’s management team and Board have engaged extensively with Sarissa, including more than 20 calls and meetings with representatives of Sarissa, including a recent in-person meeting at Sarissa’s offices in Greenwich, Conn. Throughout this engagement, Sarissa has been complimentary of the Company’s strategy, performance and management. Until May 25, 2022, when Dr. Denner objected to the Board’s director nomination process and, in particular, its decision not to recommend or appoint a Sarissa nominee as a director, Sarissa had never voiced any concerns regarding the Company’s governance practices. Sarissa has not once presented a plan or new ideas for the business and has instead focused entirely on its belief that it deserves to have additional directors on the Board.

Engagement with Elliott

In December 2020, following constructive dialogue with many of the Company’s shareholders, including Elliott, and entry into an associated cooperation agreement between Alkermes and Elliott (the “Elliott Cooperation Agreement”), the Company announced its Value Enhancement Plan. The Value Enhancement Plan includes a commitment to multi-year profitability targets, a review and optimization of the Company’s cost structure, potential monetization of non-core assets, and continued governance enhancements. The Value Enhancement Plan built upon the Company’s implementation of a restructuring in 2019 and the Board refreshment process that began in 2019 with the engagement of a leading recruitment firm and, in September 2019, the subsequent appointment of two highly qualified independent directors, Frank Anders Wilson and Richard Gaynor, M.D., and the retirement of one of the Board’s longer-serving directors, Floyd Bloom, M.D.

In connection with the December 2020 announcement, the Board continued its refreshment process and appointed two new independent directors supported by Elliott – David Daglio, the former EVP, Chief Investment Officer and Executive director of Mellon Investments Corporation, and Brian McKeon, the Executive Vice President, Chief Financial Officer and Treasurer of IDEXX Laboratories, Inc. – who bring to the Board investor perspectives and strong financial and operational expertise. The Company also announced that two longer-serving directors, Robert Breyer and Paul Mitchell, planned to retire from the Board at the close of the Company’s 2021 annual general meeting of shareholders (the “2021 AGM”). As part of the Elliott Cooperation Agreement, the Board committed to work with Elliott to identify one additional independent director to be appointed in the first half of 2021.

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The Elliott Cooperation Agreement also included agreed corporate governance enhancements, including a commitment by the Company to recommend declassification of the Board, and establishment by the Board of a new Board committee, the Financial Operating Committee, to oversee, among other things, achievement of the Company’s profitability targets and potential monetization of the Company’s non-core assets. The Financial Operating Committee is currently comprised of the three Elliott-supported directors, Ms. Alva, Mr. Daglio and Mr. McKeon, as well as Richard F. Pops and Frank Anders Wilson.

Engagement with Sarissa

Based on information provided by Sarissa, Sarissa began purchasing ordinary shares of the Company in November 2019. Mr. Pops, the Company’s Chief Executive Officer and Chairman of the Board, and Dr. Denner of Sarissa, have been industry acquaintances since approximately 2010. Mr. Pops and Dr. Denner first interacted when Dr. Denner was a shareholder and board member of Amylin Pharmaceuticals (“Amylin”). At the time, the Company was partnered with Amylin in regard to the development of BYDUREON^®. Since that time, Mr. Pops and Dr. Denner have occasionally interacted in regard to healthcare sector-related events. Since 2009, Dr. Denner has served on the board of directors of Biogen Inc. (“Biogen”), which exclusively licenses and globally commercializes VUMERITY^®, a drug product that Alkermes developed and that was approved by the FDA in October 2019. Biogen pays Alkermes manufacturing fees for the supply of VUMERITY and royalties on net sales of VUMERITY. The companies are in frequent communication and discussion, including some in which the Company and Biogen disagree, regarding these manufacturing and commercialization activities.

 

2020

On February 14, 2020, Sarissa filed a Schedule 13F disclosing ownership of approximately 2.33% of the outstanding ordinary shares of the Company as of December 31, 2019.  On February 15, 2020, Mr. Pops emailed Dr. Denner, acknowledging that Sarissa recently became a shareholder of the Company and suggesting a meeting that week. Dr. Denner replied on February 17, 2020 indicating that his schedule would not allow a meeting in the next few days but suggested finding a time in the coming weeks.

On August 11, 2020, Dr. Denner emailed Mr. Pops requesting a phone call. Mr. Pops promptly replied.

On August 25, 2020, Mr. Pops and Sandra Coombs, Senior Vice President of Investor Relations and Corporate Affairs of the Company, held a virtual meeting with Dr. Denner. During the meeting, Mr. Pops and Dr. Denner discussed the evolution of the Company’s business, the valuation of the Company and the Company’s strategic priorities going forward. Dr. Denner commended Mr. Pops on his leadership. Dr. Denner did not recommend or request any actions for the Company to pursue.

On November 3, 2020, James Frates, the Company’s then-current Chief Financial Officer, and Ms. Coombs held a virtual meeting with Odysseas Kostas and Shenstone Huang, representatives of Sarissa. During this meeting, the participants discussed investor sentiment surrounding the Company, the Company’s cost structure and potential value drivers.

On December 3, 2020, Dr. Denner emailed Mr. Pops to arrange a conversation. Mr. Pops responded promptly and Dr. Denner’s assistant suggested a call on December 7, 2020.  

On December 4, 2020, the last day of the window for the Company’s shareholders to submit director nominations for the 2021 AGM, the Company received notice from Sarissa of its intention to nominate Dr. Denner for election to the Company’s Board (the “First Sarissa Nomination Notice”).

Following receipt of the First Sarissa Nomination Notice, Mr. Pops reached out to Dr. Denner stating Mr. Pops’ preference, in light of the notice, for a call that afternoon in lieu of the call scheduled during the following week. That evening, Dr. Denner and Mr. Pops held a virtual meeting. Mr. Pops expressed surprise to receive the notice given that Dr. Denner had not previously expressed any concerns about the Company. Dr. Denner indicated that he considered the notice a “placeholder” and expressed that he thought he “could be helpful” on the Board. Mr. Pops inquired whether Dr. Denner would be willing to enter into a confidentiality agreement with the Company.

On December 5, 2020, David Gaffin, Chief Legal Officer of the Company, emailed Dr. Denner the terms of a proposed confidentiality agreement. On December 6, 2020, Dr. Denner agreed to the confidentiality terms proposed by Mr. Gaffin.

On December 7, 2020, Mr. Pops and Dr. Denner held a virtual meeting and Mr. Pops shared the Company’s

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engagement with Elliott, the profile of the director candidates that the Company was planning to appoint to the Board and the structure and priorities of the Company’s Value Enhancement Plan. Dr. Denner expressed frustration that Elliott was engaging with the Company despite not having publicly disclosed an ownership stake in the Company.

On December 10, 2020, the Company announced the Elliott Cooperation Agreement, the Value Enhancement Plan and the appointment of two new independent directors, Mr. Daglio and Mr. McKeon.

2021

On February 17, 2021, Mr. Pops reached out to Dr. Denner requesting to speak. On February 23, 2021, Mr. Pops’ assistant followed up.

On February 26, 2021, Mr. Pops and Dr. Denner held a virtual meeting. Mr. Pops outlined the Company’s ongoing Board refreshment efforts, including the appointment of four new independent directors within the prior two years, two of whom were supported by Elliott. Mr. Pops described the Company’s continued efforts to ensure that the Board possesses the appropriate skills and experience to support the Company and guide it in the execution of its long-term strategy. Mr. Pops solicited Dr. Denner’s input with respect to the specific skills and experience that he believed would be additive to the Board and his recommendations of specific individuals for consideration. In this context, Mr. Pops communicated the Company’s focus on, and importance of, enhancing the diversity of the Board.

On March 11, 2021, Mr. Pops emailed Dr. Denner requesting a meeting to continue discussing a potential settlement agreement. Mr. Pops’ assistant emailed Dr. Denner’s assistant to coordinate a time for such discussion. On March 18, 2021, Mr. Pops’ assistant once again emailed Dr. Denner’s assistant to coordinate a time for a potential call. On March 19, 2021, Dr. Denner’s assistant responded to Mr. Pops’ assistant to confirm a time for Mr. Pops and Dr. Denner to speak.

On March 23, 2021, Mr. Pops and Dr. Denner held a virtual meeting and discussed Board refreshment and elements of the Company’s Value Enhancement Plan. Mr. Pops suggested that Dr. Denner participate in the Company’s upcoming virtual Investor Day scheduled for the following week to learn more about the Company’s pipeline programs and implementation of the Value Enhancement Plan. They agreed to continue their discussion following such Investor Day.

On March 25, 2021, the Company hosted a virtual Investor Day to discuss the Company’s R&D strategy and portfolio and provide an update on the implementation of the Value Enhancement Plan.

On March 26, 2021, Mr. Pops and Dr. Denner were scheduled to continue their discussion related to Board refreshment. Dr. Denner requested to postpone the call. Mr. Pops’ assistant emailed Dr. Denner’s assistant to schedule a new time. On March 29, 2021, Dr. Denner’s assistant suggested a call the next day.

On March 30, 2021, Mr. Pops and Dr. Denner held a virtual meeting and further discussed priorities for Board refreshment.

On April 2, 2021, Mr. Pops emailed Dr. Denner to request a virtual meeting to continue their previous conversation.

On April 5, 2021, Dr. Denner responded to Mr. Pops’ email and indicated that it “would be great to chat.”

On April 6, 2021, Mr. Pops and Dr. Denner had a virtual meeting and discussed the potential for an agreement under which Sarissa would have an option to designate a mutually agreeable candidate for appointment to the Board.

On April 7, 2021, Mr. Pops emailed Dr. Denner to highlight recent news issued by the Company and to outline the manner in which the Company would propose to characterize a potential agreement to investors, highlighting that Sarissa “is a strategic and valued investor”.

On April 8, 2021, Dr. Denner responded to Mr. Pops and introduced Mark DiPaolo, Senior Partner and General Counsel of Sarissa, and inquired whether a written agreement was preferred by Mr. Pops and the Company.

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On April 9, 2021, Mr. Pops confirmed that a written agreement would be preferred and that Mr. Gaffin and Mr. DiPaolo should connect to discuss. Mr. Gaffin and Mr. DiPaolo held a virtual meeting to discuss the potential terms of a written agreement.

On April 11, 2021, Mr. Gaffin sent Mr. DiPaolo a draft settlement agreement for consideration. Mr. DiPaolo responded that the proposed agreement would not work for Sarissa, noting that the proposed terms were counter to Sarissa’s precedent agreements. Mr. DiPaolo expressed a desire to find a constructive path forward.

On April 12, 2021, Mr. Gaffin responded that the Company shared the desire to find a mutually agreeable path forward and provided additional context and assumptions underlying the Company’s proposed settlement agreement.

On April 14, 2021, Mr. DiPaolo responded via email that the Company’s proposal was not acceptable. Dr. Denner emailed Mr. Pops and expressed his desire to enter into a settlement agreement that would allow Sarissa to designate a nominee to the Board in six months.

On April 15, 2021, Mr. Pops responded to Dr. Denner and agreed to continue discussing the proposed settlement arrangement. A virtual meeting was scheduled for the following day.

On April 16, 2021, Mr. Pops and Dr. Denner held a virtual meeting. During the discussion, Mr. Pops outlined the key attributes and experience that the Board believed would be useful in new director candidates, including scientific expertise, preferably in neuroscience. Mr. Pops also underscored the Company’s commitment to increasing racial and ethnic diversity on the Board, in addition to other important qualifications and desired skillsets and requested that Dr. Denner consider these priorities. Dr. Denner proposed assembling a list of mutually agreeable candidates from which Sarissa would select their designee.

On April 20, 2021, Dr. Denner emailed Mr. Pops to inquire whether a virtual meeting that afternoon would work. Mr. Pops promptly responded to Dr. Denner that he was available. Four minutes prior to the planned start of the meeting, Dr. Denner emailed that he would not be able to attend. Mr. Pops requested that Dr. Denner let him know when he is free.

On April 21, 2021, Dr. Denner emailed Mr. Pops indicating that he would follow up again with Mr. Pops. Dr. Denner noted his belief that Mr. DiPaolo, Mr. Kostas, an analyst at Sarissa, Mark Timney, the former CEO of Purdue Pharma, and Sarah Schlesinger, M.D., would be “great directors.”

Also on April 21, 2021, Mr. Pops emailed Dr. Denner, expressing a sense of urgency to come to an agreement before the Company would be required to file its proxy materials for the 2021 AGM. The email detailed proposed terms of a settlement: (1) the option, exercisable in 6 months, for Sarissa to appoint a mutually-agreed director to the Board; and (2) for Sarissa to meet the director candidates that were in the Company’s screening process at the time. Later that day, Dr. Denner responded expressing his appreciation for the good faith effort and clarifying certain of his expectations related to the proposed arrangement. Dr. Denner also indicated he was considering another potential candidate that he believed may “be good” and that would align with the Company’s desire to continue to add to the diversity of the Board.

On April 22, 2021, Mr. Pops and Dr. Denner continued their email exchange in order to advance discussions and finalize the terms of a potential settlement. Mr. Pops proposed that the Company would (1) grant Sarissa the option, exercisable after approximately six months, to appoint a mutually agreed director from a list of candidates provided by Sarissa, and (2) issue a press release detailing this agreement in conjunction with the withdrawal of the First Sarissa Nomination Notice. Later that day, Dr. Denner responded to clarify his perspective related to the objective of having a list of mutually agreed upon candidates.

On April 23, 2021, Mr. Pops emailed Dr. Denner to clarify the purpose of the proposed list of mutually agreeable candidates from which Sarissa could designate a director. Mr. Pops emphasized that any director candidates would be subject to a vetting process in line with the Board’s customary practices.

On April 24, 2021, Sarissa formally withdrew the First Sarissa Nomination Notice.

Between April 24 and April 29, 2021, Mr. Gaffin and Mr. DiPaolo negotiated the details of a settlement agreement and discussed the language to be included in the Company’s Current Report on Form 8-K and press release related to the agreement.

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On April 29, 2021, the Company and Sarissa announced a settlement agreement, pursuant to which the Company granted Sarissa a right to designate one director for appointment to the Board from a predetermined list of candidates identified by Sarissa, with such right exercisable between October 30, 2021 and February 28, 2022 (the “Sarissa Settlement Agreement”).

On May 20, 2021, the Company announced the appointment to the Board of a new independent director, Ms. Alva, pursuant to the Elliott Cooperation Agreement.

On June 1, 2021, Mr. Pops emailed Dr. Denner to schedule a meeting.

On June 4, 2021, Mr. Gaffin inquired of Mr. DiPaolo by email whether Sarissa had any questions with respect to the Company’s proxy proposals for the 2021 AGM and whether Sarissa had an interest in engaging with the Company prior to the 2021 AGM, which had been scheduled for June 14, 2021.

On June 7, 2021, Mr. Pops and Dr. Denner held a virtual meeting, during which they discussed the recent FDA approval of the Company’s oral antipsychotic, LYBALVI^®, and the Company’s investor webcast and presentation of data at the American Society of Clinical Oncology (ASCO) annual meeting. Dr. Denner was interested in learning more about operating leverage from the Company’s commercial infrastructure, the effectiveness of telemedicine, and commercial salesforce sizing. Mr. Pops and Dr. Denner did not discuss the Board or potential director candidates during this meeting.

On June 10, 2021, Mr. Gaffin once again inquired of Mr. DiPaolo by email whether Sarissa had any questions with respect to the Company’s proxy proposals to be presented at the 2021 AGM and whether Sarissa had an interest in engaging with the Company prior to the 2021 AGM.

On June 11, 2021, Mr. Gaffin and Mr. DiPaolo discussed the Company’s proxy proposals for the 2021 AGM. Mr. DiPaolo expressed dissatisfaction with the timing of the process advanced by the Company to declassify the Board. Mr. DiPaolo did not express any other concerns with the Company’s proposals, including those related to the Company’s nominees for election to the Board at the 2021 AGM.

On June 13, 2021, Mr. Gaffin emailed Mr. DiPaolo expressing surprise at the fact that Sarissa had submitted votes (1) against Nancy Snyderman, M.D. and Nancy Wysenski (the Company’s only two female director nominees) and (2) against the Company’s say on pay proposal with respect to executive compensation. Mr. Gaffin noted that Sarissa had not indicated any concern—including during a conversation regarding the 2021 AGM just two days prior—with any of the Company’s director candidates or the say on pay proposal when prompted for feedback following Sarissa’s entry into the Sarissa Settlement Agreement with the Company.

On June 14, 2021, at the Company’s 2021 AGM, the Company’s shareholders approved all of the Company’s proposals, including election of each of the Board’s director nominees and amendments to the Company’s Articles of Association that served to declassify the Board over a period of three years.

On June 18, 2021, Mr. Gaffin and Mr. DiPaolo discussed Sarissa’s votes against the two directors and say on pay proposal. Mr. DiPaolo noted that Sarissa voted against the two directors and voted against the Company’s say on pay proposal due to Sarissa’s belief that historic pay practices were not always linked to performance. Mr. Gaffin noted that, since 2020, the Compensation Committee and the Board had significantly enhanced the Company’s executive compensation program to increase its performance-based nature and address historical shareholder feedback and that the Company’s institutional shareholders had recognized and expressed support for these changes.

On September 27, 2021, Mr. Gaffin spoke with Mr. DiPaolo, who noted that Dr. Denner had identified a potential candidate for the Board and that such candidate, in addition to being highly qualified and experienced, would also add an element of diversity to the Board, which Mr. DiPaolo acknowledged was important to the Board.

On September 30, 2021, Mr. Pops and Dr. Denner held a virtual meeting. Dr. Denner proposed Dr. Cato Laurencin as a potential director candidate for purposes of the Sarissa Settlement Agreement.

On October 1, 2021, Dr. Denner sent an email introducing Dr. Laurencin and Mr. Pops. Later that day, Mr. Pops emailed Dr. Laurencin to request a time to speak.

On October 4, 2021, Mr. Pops had an introductory virtual meeting with Dr. Laurencin.

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On October 7, 2021, Dr. Laurencin spoke with a representative of the executive search firm engaged by the Company.

Between October 15 and October 21, 2021, each of Dr. Snyderman, a member of the Nominating and Corporate Governance Committee; David Anstice AO, the Company’s Lead Independent Director; Wendy Dixon, Ph.D., Chair of the Nominating and Corporate Governance Committee; Mr. Daglio, a member of the Audit and Risk Committee; and Dr. Gaynor, a member of the Compensation Committee, held a virtual meeting with Dr. Laurencin.

On October 22, 2021, Mr. Pops emailed Dr. Denner requesting a time for a conversation related Dr. Laurencin’s candidacy.

On October 27, 2021, following the Company’s announcement of financial results for the third quarter of 2021, Mr. Pops and Dr. Denner held a virtual meeting. Mr. Pops discussed key updates that were raised on the Company’s conference call. In light of the Company’s upcoming window for shareholder nominations of director candidates for election at the Annual Meeting, Mr. Pops inquired whether Dr. Denner was “done” in respect of proposing new Board candidates. Dr. Denner replied, “Yeah, I think so.”

On November 8, 2021, the Company announced receipt of notices of partial termination in respect of two license agreements with Janssen Pharmaceutica N.V., a subsidiary of Johnson & Johnson (“Janssen”). The Company announced its strong disagreement with Janssen’s actions, the Company’s efforts to engage with Janssen to determine whether a mutually agreeable resolution could be reached, and the Company’s plans to explore all options at its disposal, including arbitration and litigation, to enforce its contractual rights and defend against unauthorized use of its intellectual property. Following the announcement, the Company’s share price declined by approximately 15% during the November 9 trading session.

On November 10, 2021, Ms. Coombs emailed Mr. Kostas of Sarissa to inquire whether Sarissa had questions related to the Janssen partial termination announcement. Mr. Kostas replied that a conversation would be useful. Later that day, Ms. Coombs, along with Iain Brown, the Company’s Chief Financial Officer, and Blair Jackson, the Company’s Chief Operating Officer, held a virtual meeting with Sarissa representatives, Mr. Kostas and Mr. Huang, to discuss Janssen’s notices of termination and the Company’s position. Mr. Kostas remarked that it seemed as though Janssen was trying to “squeeze” the Company.

On November 12, 2021, Mr. DiPaolo spoke with Mr. Gaffin and requested that consideration of Dr. Laurencin’s candidacy be expedited.

Also on November 15, 2021, Mr. Gaffin communicated to Mr. DiPaolo that, should Sarissa wish to exercise its option under the Sarissa Settlement Agreement and designate Dr. Laurencin for appointment, the Company would effect such appointment as soon as reasonably practicable.

On November 18, 2021, Mr. Gaffin and Mr. DiPaolo spoke about the proposed Sarissa statement to be included in the Company’s press release announcing the appointment of Dr. Laurencin to the Board and Mr. Pops and Dr. Denner exchanged emails related to the announcement.

On November 19, 2021, the Company announced the appointment of Dr. Laurencin to the Board pursuant to the Sarissa Settlement Agreement.

 

2022

On January 3, 2022, Mr. DiPaolo emailed Mr. Gaffin requesting time to speak. Mr. Gaffin spoke with Mr. DiPaolo that same day. Mr. DiPaolo noted that Dr. Denner was planning to reach out to Mr. Pops to discuss Sarissa’s intent to nominate Dr. Denner and Dr. Schlesinger for election to the Board at the Annual Meeting. Mr. DiPaolo expressed Sarissa’s view that these candidates would be “additive” to the Board and that Sarissa had concerns with the “old guard” not “getting it.” Mr. DiPaolo noted that Sarissa did not favor the manner of declassification adopted by the Board, despite having been approved by more than 99% of votes cast by shareholders on such proposal, including Sarissa. Mr. DiPaolo also stated that Sarissa had spoken with certain of the Company’s shareholders in respect of the Janssen termination notices. Mr. DiPaolo further noted that he would send Mr. Gaffin the nomination notice to be held in escrow until immediately prior to the close of the nomination window. Mr. DiPaolo suggested that Mr. Pops and Dr. Denner speak prior to the close

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of the nomination window in order to reach an agreement with respect to the proposed nomination.

Later that day, Dr. Denner emailed Mr. Pops requesting to discuss the potential addition of new directors to the Board. Mr. Pops promptly responded that he would be happy to speak.

On January 4, 2022, Mr. DiPaolo emailed Mr. Gaffin an electronic copy of Sarissa’s notice of its intention to nominate Dr. Denner and Dr. Schlesinger for election to the Company’s Board at the Annual Meeting (the “Second Sarissa Nomination Notice”).

On January 5, 2022, Mr. Pops and Dr. Denner had a telephone conversation during which Dr. Denner stated that he had debated whether to submit a nomination notice and decided to do so after the Company received the Janssen termination notices. Dr. Denner expressed his belief that he could be helpful as a director to help assure other shareholders that the Company had not mishandled the situation with Janssen. Mr. Pops indicated that he valued Dr. Denner’s feedback and would be happy to collaborate with him once again in identifying director candidates with the attributes and skills that would be additive to the Board given its current composition and the Company’s current strategic priorities. Mr. Pops also asked for further clarification to understand why the actions of Janssen should result in further changes to the Board.

On January 6, 2022, Mr. Pops emailed Dr. Denner to coordinate a time for a telephone conversation and it was tentatively determined that they would speak the following day, subject to Dr. Denner’s availability.

On the morning of January 7, 2022, the Company contacted Sarissa three times to confirm scheduling of the call between Mr. Pops and Dr. Denner. Mr. DiPaolo emailed Mr. Gaffin to indicate that a copy of the Second Sarissa Nomination Notice would be delivered to the Company’s registered offices, as required by the advance notice requirements of the Company, that Sarissa did not intend to announce its nomination publicly until Monday, January 10 (the last day of the Company’s nomination window with respect to the Annual Meeting), and that, if a deal could be reached, Sarissa would withdraw its notice prior to “the deadline”. Later that day, Dr. Denner’s assistant emailed Mr. Pops’ assistant to indicate that Dr. Denner was unavailable for the remainder of the afternoon. Later that day, Mr. Pops emailed Dr. Denner stating that he would like to continue their discussions and offered time over the weekend. Dr. Denner did not respond to Mr. Pops’ request.

On Monday, January 10, 2022, the last day of the Company’s nomination window with respect to the Annual Meeting, Sarissa filed a Schedule 13D disclosing the Second Sarissa Nomination Notice, noting that Sarissa had “discussions with the Issuer and other interested parties regarding Board composition, governance, operations and other matters and intend to continue these discussions.” Sarissa also disclosed beneficial ownership of approximately 8.67% of the outstanding ordinary shares of the Company.

On January 11, 2022, the Company filed a Current Report on Form 8-K that confirmed receipt of the Second Sarissa Nomination Notice.

On January 18, 2022, Mr. Pops again emailed Dr. Denner requesting a telephone conversation. Mr. Pops’ assistant exchanged emails with Dr. Denner’s assistant, who agreed to a tentative date and indicated that she would confirm a meeting time. No such confirmation was made and Dr. Denner did not make himself available to speak with Mr. Pops again until nearly two months later.

On March 2, 2022, Mr. Gaffin and Ms. Coombs conducted a conference call with Mr. DiPaolo, Mr. Kostas and Mr. Huang of Sarissa. During the call, the parties discussed recent publicly disclosed interactions between the Company and Janssen in respect of the notices of partial termination. Mr. DiPaolo inquired about the nature of the Company’s interactions and why the Company had not yet initiated arbitration or litigation in the matter. Mr. Gaffin responded that this information would constitute material non-public information and that, as such, he would not be able to comment. Mr. DiPaolo continued to question Mr. Gaffin on his opinion as to the odds of success in an arbitration with Janssen. Mr. Gaffin again declined to comment.

Mr. DiPaolo and Mr. Gaffin spoke again later that day. Mr. Gaffin expressed the Company’s interest in engaging with Dr. Denner in respect of the Second Sarissa Nomination Notice and inquired why Dr. Denner chose not to respond to Mr. Pops’ attempts at outreach. Mr. DiPaolo responded that he was not privy to Dr. Denner’s rationale. Mr. DiPaolo stated that he did not believe Dr. Denner was interested in engaging with Mr. Pops on another “Cato-type arrangement” (referring to the Sarissa Settlement Agreement, which led to the mutual identification and appointment of Dr. Cato Laurencin to the Board) and instead believed strongly that

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Dr. Denner and Dr. Schlesinger should be added to the Board.

On March 3, 2022, Mr. Pops again emailed Dr. Denner noting that he had not heard back from him since early January. Mr. Pops remarked that he believed they should connect and that they could even consider an in-person meeting.

On March 10, 2022, in lieu of the proposed virtual meeting, Mr. Pops elected to drive from Boston, Massachusetts to Greenwich, Connecticut to meet Dr. Denner at Sarissa’s offices. They met for two hours and discussed the Company’s business, including R&D activities and commercial and cost optimization efforts. Dr. Denner complimented Mr. Pops, noting that he was doing a “good job”. Mr. Pops noted that certain longer-serving members of the Board might consider retiring and that the Board had identified the need for a director candidate, independent of Sarissa and the Company, with deep pharmaceutical drug development and R&D portfolio management experience, with a specific need for neuroscience expertise. Mr. Pops asked for Dr. Denner’s assistance in identifying such a director candidate and suggested that Sarissa’s designation of such a candidate for appointment to the Board could serve as the basis for a settlement between Sarissa and the Company. Mr. Pops and Dr. Denner discussed two such potential candidates that the Company had identified, including Dr. Wright. Dr. Denner noted that he was, coincidentally, planning to speak with Dr. Wright in the upcoming days.

On March 14, 2022, Mr. Pops emailed Dr. Denner to ask for his opinion on the potential director candidate with whom Dr. Denner had indicated he was planning to speak and to solicit his interest in speaking with the other director candidate identified by the Company and its director recruitment firm.

On March 22, 2022, having not received a reply from Dr. Denner, Mr. Pops sent Dr. Denner another email asking that they reconnect to discuss the two director candidates previously identified and to explore the feasibility of a settlement between Sarissa and the Company.

Between March 22 and March 25, 2022, Mr. Pops’ assistant sent multiple emails to Dr. Denner’s assistant in order to arrange a time for Dr. Denner and Mr. Pops to speak. On March 25, 2022, Dr. Denner’s assistant responded that she was unable to schedule a firm time for this call.

On March 25, 2022, Dr. Denner replied to Mr. Pops’ email from March 22, 2022. Dr. Denner stated that, after their discussion in Greenwich, he was considering Sarissa representatives as potential candidates for the Board: “Patrice Bonfiglio and also me!”

On March 26, 2022, Mr. Pops replied to Dr. Denner’s email asking for his availability to speak during the weekend.

On March 28, 2022, Dr. Denner replied with his availability later that day and Mr. Pops and Dr. Denner spoke by telephone. Mr. Pops reiterated his desire to engage in constructive discussions with Dr. Denner about how to identify director nominees, independent of Sarissa and Alkermes, that could add neuroscience, pharmaceutical drug development and R&D portfolio capital allocation expertise and experience to the Board. In response, Dr. Denner praised Ms. Bonfiglio, noting that she was an accomplished executive whom he held in high regard, but did not have any public company board experience. Dr. Denner dismissed the potential candidacies of the two neuroscience experts that he and Mr. Pops had discussed during their in-person meeting as not satisfying his desire for an individual who would be viewed clearly as appointed to represent shareholders’ interests. Mr. Pops reiterated his concerns around adding the Sarissa director nominees to the Board due to the mismatch of their skillsets relative to the Board’s identification of the need for a director nominee with substantial neuroscience, pharmaceutical drug development and R&D portfolio management experience, given the Company’s strategic focus in neuroscience. Dr. Denner stated that he believed Mr. Pops was doing things well but that there were always opportunities to improve and that Dr. Denner was viewed by shareholders as being able to “get things moving”. Dr. Denner provided no further specificity when asked what those opportunities for improvement consisted of. Mr. Pops also noted that, as a result of Dr. Denner’s extended period of non-responsiveness in the weeks following the meeting in Greenwich and the Company’s schedule, the Board would be moving ahead with certain actions that it believes are in the best interests of the Company.

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On April 18, 2022, the Company filed a notice and definitive proxy statement for an extraordinary general meeting of shareholders to be held on May 13, 2022 (the “EGM”) to propose certain amendments to the Company’s Articles of Association that would provide for a plurality vote standard for contested director elections.

On May 12, 2022, Mr. DiPaolo reached out to Mr. Gaffin for a discussion, during which Mr. DiPaolo stated that Sarissa believed the Company had done the right thing in proposing to shareholders a plurality voting standard for contested director elections and that Sarissa had voted to approve the amendments in accordance with the Board’s recommendation. Mr. DiPaolo continued to praise Dr. Denner as an ideal board member and expressed his belief that Dr. Denner’s appointment to the Board would serve to increase the Company’s share price and help the Company gain credibility. He also expressed the need for Mr. Pops and Dr. Denner to connect given their differing positions. Mr. Gaffin agreed that Mr. Pops and Dr. Denner should connect and noted that Mr. Pops intended to reach out to Dr. Denner in advance of the Company filing its proxy materials for the upcoming Annual Meeting.

On May 13, 2022, shareholders approved at the EGM amendments to the Company’s Articles of Association to provide for plurality voting for contested director elections.

On May 17, 2022, the Nominating and Corporate Governance Committee recommended to the Board that Dr. Wright, a neurologist and neuroscientist with more than 20 years of clinical and drug development experience, be appointed to the Board as a Class II director and be nominated for re-election by the Company’s shareholders at the Annual Meeting.

That same day, Mr. Gaffin reached out to Mr. DiPaolo for a discussion, during which Mr. Gaffin suggested that Dr. Denner and Mr. Pops connect in advance of the Company’s filing of its proxy materials for the Annual Meeting and that Dr. Denner and Sarissa agree to confidentiality and non-disclosure terms prior to such discussion. Mr. DiPaolo was amenable to the idea of agreeing to confidentiality and non-disclosure terms in advance of that discussion. Mr. Pops then reached out to Dr. Denner, suggesting a discussion later that week.

On May 19 and May 20, 2022, Mr. Gaffin and Mr. DiPaolo corresponded about, and agreed upon, proposed confidentiality and non-disclosure terms. Sarissa agreed to comply with such confidentiality and non-disclosure terms on May 20, 2022.

On May 20, 2022, Mr. Pops and Dr. Denner held a virtual meeting. After discussing the Company’s performance, Mr. Pops shared the Board’s intended refreshment activities to be announced the following week in connection with the filing of its proxy statement for the Annual Meeting, i.e. the appointment of Dr. Wright, the potential retirement of David Anstice AO and Wendy Dixon, Ph.D. from the Board, and the appointment of a new Lead Independent Director. Mr. Pops requested that Sarissa support these changes and withdraw the Second Sarissa Nomination Notice. Dr. Denner again complimented Mr. Pops on the Company’s performance and noted that he supported the contemplated Board changes, but was not willing to withdraw the Second Sarissa Nomination Notice. Instead, Dr. Denner emphasized that Sarissa deserved to have a director on the Board given the size of Sarissa’s shareholdings and that he would be a good director, and also requested an opportunity to speak to the Board. Dr. Denner did not make mention of Dr. Schlesinger. He repeatedly stated that he did not want to “fight”.

On May 23, 2022, Mr. Pops emailed Dr. Denner to confirm the Company’s planned timing for the public announcement of the Board changes that Mr. Pops and Dr. Denner had discussed on May 20, 2022 and again requested that Sarissa support the Company’s announcement instead of choosing the route of a contested director election. Mr. Pops also reiterated that, absent an amicable resolution, the Company would proceed to file a preliminary proxy statement for a contested director election. That same day, Mr. Gaffin forwarded Mr. Pops’ email to Mr. DiPaolo, emphasizing the Company’s planned timing for a public announcement and asking whether Mr. DiPaolo wished to speak. Neither Dr. Denner nor Mr. DiPaolo responded to the email outreach.

On May 24, 2022, the Board appointed Dr. Wright to the Board (effective immediately) and appointed non-employee director Nancy Wysenski as the new Lead Independent Director of the Board (effective as of the close of the Annual Meeting). In addition, David Anstice AO and Wendy Dixon, Ph.D., the Company’s two longest-serving non-employee directors, announced their decisions to retire from the Board as of the close of the Annual Meeting.

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On May 25, 2022, Dr. Denner finally responded to Mr. Pops’ email from two days prior. In this response, Dr. Denner expressed – for the first time– concerns about the Company’s corporate governance practices related to the consideration of the Sarissa director nominees. Specifically, Dr. Denner accused the independent directors on the Nominating and Corporate Governance Committee of “breaching their fiduciary duties” based on the fact that the Board did not interview the Sarissa Nominees before deciding not to support their nomination to the Board. He also requested to speak to the Board.

On May 26, 2022, Mr. Pops responded to Dr. Denner. He explained that the Nominating and Corporate Governance Committee, which is composed of three independent directors – Drs. Dixon and Snyderman and the Sarissa designee, Dr. Laurencin – reviewed and discussed the qualifications of the two Sarissa Nominees, including the detailed information about each such nominee that accompanied the Second Sarissa Nomination Notice, and unanimously determined that the Sarissa Nominees’ key attributes and experience were neither additive to the Board nor consistent with those attributes and experiences previously identified by the Board as important in a new director nominee in order to advance the long-term strategy of the Company and create shareholder value. Moreover, Mr. Pops pointed out that, despite numerous engagements with the Company since 2020, Dr. Denner had not once expressed a desire to talk to the Board prior to their May 20, 2022 conversation. Mr. Pops stated that the Board would be happy to schedule a time to hear from Dr. Denner once the current dispute is resolved. Mr. Pops reiterated that the Board welcomes shareholder feedback, including that of Sarissa, and remains open to constructive engagement.

Also on May 26, 2022, the Company filed this preliminary proxy statement.

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PROPOSAL 1

 

ELECTION OF DIRECTORS

(Ordinary resolutions)

Our Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated each of the following Board Nominees for election as a Class II director for a one-year term expiring at the close of the Company’s 2023 annual general meeting of shareholders or until their successor is appointed or their earlier resignation or removal:

 

 

Term and Board Declassification: Our Board is currently divided into three classes of directors. Historically, each class of directors was elected to serve a staggered three-year term. In June 2021, after considering feedback from our shareholders, our Board asked our shareholders to approve, and our shareholders approved, certain amendments to our Articles of Association that serve to declassify our Board over a three-year period. Per our Articles of Association (as so amended), beginning with the Annual Meeting, each class of directors that is up for election will be eligible for a one-year term. Accordingly, any director nominee elected pursuant to this Proposal 1 will be elected to serve a one-year term expiring at our 2023 annual general meeting of shareholders. The June 2021 amendments to our Articles of Association did not impact the terms of directors elected at or prior to our 2021 annual general meeting of shareholders, such that the Class III and Class I directors who were elected to three-year terms will complete those three-year terms, expiring at our annual general meetings of shareholders in 2023 and 2024, respectively. As of our annual general meeting of shareholders in 2024, our Board will be fully declassified.

Contested Solicitation: On January 4, 2022, Sarissa Offshore delivered a notice to the Company of its intent to nominate two director candidates for election to the Board at the Annual Meeting. The Board considered the candidacy of each of the Sarissa Nominees and, in making its recommendations for the directors to be elected at the Annual Meeting, carefully considered the best interests of the Company and its shareholders. THE BOARD DOES NOT ENDORSE SARISSA’S NOMINEES AND UNANIMOUSLY RECOMMENDS THAT YOU ONLY VOTE “FOR” THE FOUR BOARD NOMINEES. You may receive a proxy statement, [color] proxy card and other solicitation materials from Sarissa. You should disregard these materials and vote on the WHITE proxy card that you receive from the Company.

Recommendation: The Board recommends that you vote FOR the election of each of the four Board Nominees. As described in detail below, each of the Board Nominees has considerable professional and business expertise. Our Board’s recommendation is based on its carefully considered judgment that the experience, qualifications, attributes and skills of the Board Nominees qualify them to serve on our Board.

The Board has been informed that each of the Board Nominees has consented to serve as a nominee, to serve as a director if elected, and to be named as a nominee in this proxy statement. If, however, any Board Nominee should, prior to the Annual Meeting, decline to serve or become unavailable for election at the Annual Meeting, an event which the Board does not anticipate, the named proxy holders intend to vote for such other director nominee or nominees as may be designated by the Board, unless the Board reduces the number of directors which comprise the Board accordingly.

Plurality Voting Standard: There are four available director positions for election as Class II directors at the Annual Meeting. Because this is a contested election and the number of director nominees exceeds the number of available director positions, only those directors who receive the highest number of votes cast in favor of their election on their respective resolution in person or by proxy (meaning the number of shares

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voted “FOR” each nominee) will be elected to serve on the Board as Class II directors. Abstentions and broker non-votes will have no effect on the election of the director nominees because they are not considered to be votes cast.

 

 

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Board of Directors

 

Board Size and Structure

In accordance with our Articles of Association, the Board reviews the appropriateness of the size of the Board from time to time and increases or decreases the number of director seats on the Board as it deems appropriate. In May 2022, the Board approved an increase in the size of the Board from 12 directors to 13 directors and appointed Dr. Wright to fill the newly created vacancy on the Board, and approved a decrease in the size of the Board from 13 directors to 11 directors, effective upon the retirement from the Board of current directors David W. Anstice AO and Wendy L. Dixon, Ph.D. at the close of the Annual Meeting.

Board Declassification: In accordance with our Articles of Association, our Board is currently divided into three classes of directors. Historically, each class of directors was elected to serve a staggered three-year term. In June 2021, after considering feedback from certain of our shareholders, we asked our shareholders to approve, and our shareholders approved, certain amendments to our Articles of Association that serve to declassify our Board over a three-year period. Accordingly, beginning with the Annual Meeting, each class of directors that is up for election will be eligible for a one-year term. A director elected by the Board to fill a vacancy in a class will serve for the remainder of the full term of that class and until the director’s successor is elected and qualified, or, if sooner, until their death, resignation, retirement, disqualification or removal.

The Board Nominees and continuing directors are currently divided among the classes as follows:

 

 

As discussed below, the composition and functioning of our Board and each of its committees complies with all applicable rules and regulations of the Nasdaq Stock Market (“Nasdaq” and such rules and regulations, the “Nasdaq Rules”) and requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other SEC regulations.

Independence of Members of the Board

In accordance with our Corporate Governance Guidelines, not less than a majority of the Board must meet the independence requirements set forth in the Nasdaq Rules. The Board annually makes a determination as to whether each director is “independent” as set forth in the applicable provisions of the Nasdaq Rules and the Exchange Act and the rules promulgated thereunder. To assist in making its determination, the Board periodically reviews each director’s status as an independent director, including soliciting information from each director regarding whether such director, or any member of their immediate family, had a direct or indirect material interest in any transactions involving the Company, was involved in a debt relationship with the Company, received personal benefits outside the scope of such person’s normal compensation or has any other relationship with the Company that, in the judgment of the Board, would interfere with such director’s exercise of independent judgment in carrying out such director’s responsibilities as a director.

Based on the information provided by each of the Company’s directors, the Board has determined that, with the exception of Richard F. Pops (our Chief Executive Officer), each of our current directors and each director who served on our Board during any part of 2021, is independent, and that each member of each standing committee of our Board—the Audit and Risk Committee, Compensation Committee and Nominating and Corporate Governance Committee—is, or was at the time of their service on our Board, “independent” (as defined in the applicable provisions of the Nasdaq Rules and the Exchange Act and the rules promulgated thereunder). There are no family relationships among any of our directors or executive officers.

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Board Leadership Structure

Chairperson of the Board. The chairperson of the Board presides at meetings of the shareholders and the Board and is primarily responsible for overseeing the development of the Company’s strategic goals and objectives. Mr. Pops has served as Chairman of the Board since 2011.

In deciding to appoint Mr. Pops to the combined role of CEO and Chairman, the Board recognized Mr. Pops’ ability to provide effective, consistent and continuous leadership to both the Board and the Company, his ability to align the strategic objectives of both management and the Board, his extensive knowledge of the Company’s operations and the industry and markets in which the Company operates and competes, and his ability to promote communication and synchronize activities between the Board and the Company’s senior management.

Lead Independent Director. Recognizing the equal importance of effective independent oversight of the Board, the independent members of the Board annually elect an independent non-employee director to serve as the Lead Independent Director of the Board, whose leadership responsibilities include, among others:

A current copy of our Charter of the Lead Independent Director is available on the Corporate Governance page of the Investors section of our website at www.alkermes.com.

In May 2022, the Board appointed Nancy J. Wysenski to serve as Lead Independent Director of the Board, effective as of the close of the Annual Meeting, to replace David W. Anstice, who has served in this role since May 2019. In this capacity, Mr. Anstice has played an active and engaged leadership role in activities and meetings of the Board. He has also participated alongside Company management in shareholder and proxy advisory firm engagement activities and has ensured that feedback received during such engagement activities was communicated to management, the full Board and committees of the Board, as appropriate.

Committees. The Board delegates substantial responsibilities to its three standing committees–Audit and Risk Committee, Compensation Committee, and Nominating and Corporate Governance Committee–each of which is comprised solely of independent directors and led by an independent chair, and to other committees that the Board may establish from time to time, including the recently constituted Financial Operating Committee. These committees and their respective oversight responsibilities are discussed in detail below in the section entitled “The Role of the Board and its Committees” beginning on page 44 of this proxy statement.

The Board believes that its current leadership structure provides an efficient and effective balance between management and independent leadership and the Company believes that this Board leadership structure is the most appropriate structure for the Company.

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Director Diversity, Qualifications and Experience

The Nominating and Corporate Governance Committee strives to ensure that the composition of the Board reflects an appropriate diversity of tenure, viewpoints, financial expertise, industry experience, skills, and personal characteristics such as age, gender, race, ethnicity and geographic or cultural backgrounds, and periodically reviews and updates the Company’s criteria and desired qualifications for nomination to the Board to reflect this goal.

Consistent with this approach, in 2019, the Board codified in our Corporate Governance Guidelines our practice, also known as the “Rooney Rule”, of requiring that diverse candidates, including candidates who are women and candidates from underrepresented communities, be included in any pool from which nominees for a director opening are selected. For additional discussion of our director criteria and nomination processes, see the section entitled “Policies Governing Director Nominations, Assessments and Tenure” on page 52 of this proxy statement.

Our Board has a strong representation of directors who are diverse in terms of age, self-identified gender or race/ethnicity, and a mix of newer and longer-tenured directors, providing what we consider to be an appropriate balance of experience, institutional knowledge, fresh perspectives and skillsets. The following graphics reflect the composition of the Board following the Annual Meeting, assuming election of each of the four Board Nominees.

Board Diversity Matrix

The following table provides certain self-identified personal characteristics of our Board members, in accordance with Rule 5605(f) of the Nasdaq listing standards:

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Board Skills Matrix

The following table highlights the specific skills, qualifications, and other attributes of our Board Nominees and continuing directors. The lack of a mark for a particular item for a director does not mean the director lacks that skill or qualification; rather, a mark indicates a specific area of focus or expertise for which the Board relies on such director. Additional information about each director’s background, business experience and other matters, including a description of how each individual’s experience qualifies him or her to serve on the Board, is provided below, beginning on the following page of this proxy statement.

 

 

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Board Nominee Biographical Information

The following descriptions set forth additional information regarding the Board Nominees, each of whom contributes significantly to the diversity of specific experience, skills and characteristics of our Board.

 

 

 

 

 

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Continuing Director Biographical Information

The following descriptions set forth additional information regarding our continuing directors, each of whom contributes significantly to the diversity of specific experience, skills and characteristics of our Board.

 

 

 

 

 

 

 

 

 

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Retiring Directors

 

 

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The Role of the Board and its Committees

 

The Company’s business, property and affairs are managed under the direction of the Board. Members of the Board are kept informed of the Company’s business through discussions with the CEO and other officers of the Company, review of materials provided to them, visits to the Company’s facilities and participation in meetings of the Board and its committees and the Company’s annual general meetings of shareholders.

The Board has delegated to the CEO, working with the other executive officers of the Company, the authority and responsibility for managing the business of the Company in a manner consistent with the standards, values and practices of the Company, and in accordance with any specific plans, instructions or directions of the Board. The CEO and management are responsible for seeking the advice and, in appropriate situations, the approval of the Board with respect to certain actions to be undertaken by the Company.

The Board’s Role in Oversight of Risks and Opportunities

Assessing and managing risks and opportunities is the responsibility of our management, and our Board oversees and reviews various aspects of the Company’s processes for management of such risks and opportunities. The Board executes this oversight responsibility directly and through its committees, including as set forth below:

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In performing their oversight functions, each Board committee has full access to management, including our Chief Risk Officer and our Chief Compliance Officer, as well as the ability to engage outside advisors.

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The Committees of the Board

The Board currently has three standing committees: Audit and Risk, Compensation, and Nominating and Corporate Governance, each of which is comprised entirely of independent directors. The Board may also, from time to time, form new committees or subcommittees, such as the recently constituted Financial Operating Committee, based on Company circumstances or where a desire for a more focused committee is identified. The Board may also disband current committees or subcommittees as it deems appropriate.

The Board is responsible for the appointment of committee members and relies on the Nominating and Corporate Governance Committee to recommend to the Board candidates for such appointments, as well as candidates to serve as the chairs of such committees. Each committee of the Board has the authority to engage outside experts, advisors and counsel, or to establish subcommittees, in each case to the extent it considers appropriate to assist the committee in its work.

Each of the standing committees of the Board, and the Financial Operating Committee, has a written charter, approved by the Board, which describes the committee’s general authority and responsibilities. Each standing committee of the Board undertakes an annual review of its charter and works with the Board to make such revisions as it and the Board consider appropriate. A current copy of the charters for each of the standing committees and the Financial Operating Committee is available on the Corporate Governance page of the Investors section of our website at www.alkermes.com.

The chair of each Board committee, in consultation with the Chairman of the Board and appropriate members of management, determines the frequency and length of each committee meeting and develops the agenda for each meeting. The agendas and meeting minutes of the Board committees are available to the full Board, and other Board members are welcome to attend Board committee meetings, except that non-independent directors are not permitted to attend the executive sessions of any standing Board committee. Each Board committee regularly reports to the Board concerning such committee’s activities.

Audit and Risk Committee

 

In compliance with the Sarbanes-Oxley Act of 2002, the Board has determined based on available facts and circumstances that Mr. Wilson is an “audit committee financial expert” as defined by the SEC. 

The Audit and Risk Committee’s responsibilities include:

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The Audit and Risk Committee engages and determines compensation for advisers as necessary and directs the distribution of funding provided by the Company. The Audit and Risk Committee evaluates the performance of the independent auditor and accounting firm, ensures regular rotation of the audit partners from the independent auditor and accounting firm and considers the discharge of the independent auditor and accounting firm when circumstances warrant. Additionally, the Audit and Risk Committee is responsible for review and approval, in advance, of any and all audit and non-audit services to be performed by our independent auditor and accounting firm. The authority to pre-approve non-audit services may be delegated to one or more members of the Audit and Risk Committee. All services provided by PwC during 2021 were pre-approved by the Audit and Risk Committee.

Compensation Committee

 

In determining the members of the Compensation Committee, the Board considers whether directors qualify as “non-employee directors” as defined in Rule 16b-3 under the Exchange Act and as “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

 

The Compensation Committee’s responsibilities include:

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Limited Compensation Sub-Committee: The Compensation Committee has established procedures for the grant of equity awards, including grants of equity awards to eligible new employees. Effective June 2021, the Nominating and Corporate Governance Committee recommended, and the Board approved, the election of Nancy J. Wysenski as the sole member of the Limited Compensation Sub-Committee, and the Compensation Committee delegated to such sub-committee the authority to make individual grants of equity awards, up to certain specified award values, to certain newly hired employees of the Company. The Limited Compensation Sub-Committee typically grants equity awards to eligible new hires on the first Wednesday following the first Monday of each month (or the first business day thereafter if such first Wednesday is a holiday), referred to as the ‘New Hire Grant Date’, for all equity-eligible new hires who began their employment the prior month. The Limited Compensation Sub-Committee’s current approval authority is for new hire employees whose job level is below the level of Senior Vice President and for equity awards of up to $550,000 in aggregate award value per individual. New hire grants that exceed the authority of the Limited Compensation Sub-Committee must be granted by the full Compensation Committee, either on the New Hire Grant Date or as soon as practicable thereafter. All actions taken by the Limited Compensation Sub-Committee in 2021 were by written consent.

Key Contributor Award Committee: The Compensation Committee has established a Key Contributor Award Committee, consisting solely of our CEO, Richard F. Pops, and delegated to such committee the authority to make periodic grants of equity awards to employees outside of the annual and new hire equity grant cycles of the Company (such awards, “Key Contributor Awards”). The Compensation Committee also has established guidelines and procedures for grants of such Key Contributor Awards. Recipients of Key Contributor Awards are periodically selected by Mr. Pops, in consultation with other members of management and the Company’s human resources department. Key Contributor Awards are intended to reward and retain key contributors to critical Company programs. The Compensation Committee periodically reviews and confirms the Key Contributor Award Committee’s authority to continue to grant such Key Contributor Awards and the overall parameters of any proposed periodic grants of such awards, and receives detailed reports following each such grant for its review.

Compensation Committee Interlocks and Insider Participation: The directors who served as members of the Compensation Committee at times during 2021 were David W. Anstice AO, Richard B. Gaynor, M.D., Brian P. McKeon and Nancy J. Wysenski, and former director Paul J. Mitchell, none of whom is currently, or ever has been, an officer or employee of the Company, or had any relationship that is required to be disclosed in this proxy statement as a transaction with a related party. During 2021, none of our executive officers served as a member of the board of directors or the compensation committee (or other board committee performing equivalent functions) of any entity that had one or more of its executive officers serving on our Compensation Committee or our Board.

Financial Operating Committee

The Financial Operating Committee was formed in December 2020. The Financial Operating Committee’s responsibilities include:

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In December 2021, based on the recommendation of the Nominating and Corporate Governance Committee, the Board determined that the role of Chair of the Financial Operating Committee would rotate among the independent members of the committee on an annual basis and designated Brian P. McKeon as the first such Chair.

Nominating and Corporate Governance Committee

 

The Nominating and Corporate Governance Committee’s responsibilities include:

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Corporate Governance and Board Matters

 

Corporate Governance Practices

We strive to maintain strong corporate governance practices that promote the long-term interests of the Company and our shareholders and strengthen the oversight of our management and our Board.

 

Recent Enhancements to Corporate Governance Practices

Our management team and our Board regularly engage with shareholders in respect of governance matters and our Board reviews and refines our governance policies and practices as appropriate. Following careful consideration of shareholder feedback received, the evolving needs of our business and market trends in governance practices, our Board took the following actions to enhance our corporate governance:  

 

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We remained committed to engaging with our shareholders to solicit and consider their views on our corporate governance practices, our corporate responsibility and sustainability initiatives and other matters of interest. We invite shareholders to reach out to our Investor Relations team at investor_relations@alkermes.com with any suggestions, comments or inquiries at any time. Shareholder proposals, nominations and other notifications required under the Companies Act or our Articles of Association should not be sent to this e-mail address, but rather should be delivered as set forth in this proxy statement, our Articles of Association and/or in the Companies Act, as applicable.

Code of Business Conduct and Ethics

The Company has a Code of Business Conduct and Ethics that applies to all of the Company’s directors, employees and officers, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This Code of Business Conduct and Ethics meets the requirements of a “code of ethics” (as defined in the regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) and a “code of conduct” (as defined in the Nasdaq Rules). A current copy of this Code of Business Conduct and Ethics is available on the Corporate Governance page of the Investors section of our website at www.alkermes.com. We intend to disclose any amendments to our Code of Business Conduct and Ethics, or any waivers of its requirements, on our website. A copy of our Code of Business Conduct and Ethics may also be obtained, free of charge, upon request directed to: Alkermes Investor Relations, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6.

Members of the Board shall act at all times in accordance with the requirements of the Company’s Code of Business Conduct and Ethics, which is applicable to each director in connection with their activities relating to the Company. This obligation shall at all times include, without limitation, adherence to the Company’s policies with respect to conflicts of interest, confidentiality, protection and proper use of the Company’s assets, ethical conduct in business dealings and respect for, and compliance with, applicable law. Any request for a waiver of any of the requirements of the Code of Business Conduct and Ethics with respect to any individual director or any executive officer shall be reported to the Board and subject to its approval.

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Insider Trading Policy and Hedging and Pledging Prohibitions

We maintain an Insider Trading Policy that prohibits our officers, directors, employees (including temporary employees) and independent contractors from, among other things, engaging in speculative transactions in our securities, including by way of the purchase or sale of “put” or “call” options or other derivative securities directly linked to our equity; short sales of our equity; the use of our equity as a pledge or as collateral in a margin account; and trading in straddles, equity swaps, or other hedging transactions directly linked to our equity, even if such persons do not possess material, nonpublic information. A current copy of our Insider Trading Policy is available on the Corporate Governance page of the Investors section of our website at www.alkermes.com.

Succession Planning

The Board, or a subset thereof designated by the Board, annually reviews with management the Company’s succession planning and talent assessment to ensure that the performance, development, retention and succession plans for leadership roles within the Company, including the CEO, chief financial officer, other named executive officers and current members of management, are structured to meet the short and long-term strategic objectives of the Company and support successor development and readiness. As part of this annual assessment, management also reviews with the Board the process undertaken by the Company annually, and at times more frequently, to review and assess performance, retention risk and leadership and development potential for employees of the Company at non-executive levels. This process incorporates the Company’s focus on diversity and inclusion, and includes as one of its objectives an increase in the representation of women and individuals from underrepresented communities at the Company, particularly at senior levels within the Company.

Policies Governing Director Nominations, Evaluations and Tenure

Director Qualifications and Consideration of Diversity

The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, from time to time, the appropriate experience, qualities, skills and characteristics desired of Board members in the context of the current make-up of the Board and its alignment with the Company’s values, strategy and business needs. This assessment includes consideration of the following minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by all current directors and all director candidates:

The Nominating and Corporate Governance Committee also considers numerous other qualities, skills and characteristics when evaluating all current directors and director nominees, such as:

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These factors and others are considered useful by the Board and are reviewed periodically by the Nominating and Corporate Governance Committee in the context of an assessment of the perceived needs of the Board at particular points in time. The Board has full authority to modify these criteria from time to time as it deems necessary or advisable.

Board Process for Evaluating and Recommending Director Nominees for Election

The Board is responsible for selecting its own members to stand for election. The Board delegates the selection, evaluation and nomination of director nominees to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board and management will be requested to take part in the process as appropriate. In selecting director nominees, the Nominating and Corporate Governance Committee considers the diversity of specific experience, skills and characteristics (including, without limitation, areas of expertise, culture, age, race and ethnicity, viewpoints, tenure and gender) necessary for the optimal functioning of the Board over both the short and long term.

When identifying potential director candidates, the Nominating and Corporate Governance Committee includes, and instructs any search firm that it engages to include, a diverse slate of candidates, including candidates who are women and candidates from underrepresented communities, in any pool from which individuals are selected for nomination. In 2019, this practice, also known as a “Rooney Rule”, was codified by our Board in our Corporate Governance Guidelines.

Once a candidate has been identified, the Nominating and Corporate Governance Committee evaluates the candidate to confirm that the candidate meets all of the minimum director qualifications established by the Board and any additional qualifications, skills or characteristics that the Nominating and Corporate Governance Committee deems appropriate at such time and, based on the results of this evaluation, the Nominating and Corporate Governance Committee will decide whether to recommend such candidate for election by the Board. The Nominating and Corporate Governance Committee also recommends candidates for the Board’s appointment to the committees of the Board.

The Board retains the ultimate authority to recommend director nominees for election to the Board, to fill any vacancy on the Board and to appoint directors to the committees of the Board.

Procedure for Recommendations by Shareholders of Director Nominees

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. A shareholder who wishes to recommend individuals for consideration by the Nominating and Corporate Governance Committee may do so only by delivering a written recommendation to our Company Secretary at Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6, Attention: Company Secretary, with the director candidate’s name, biographical information and qualifications and a document indicating the director candidate’s willingness to serve if elected.

Procedure for Nomination by Shareholders of Director Nominees

The above procedure applies to recommendations by shareholders of director candidates to be nominated by the Company. Shareholders who instead desire to nominate on their own behalf one or more persons for election to the Board at an annual general meeting of shareholders must comply with the deadlines and other requirements set forth in the Company’s Articles of Association in respect of shareholder nominations, including the applicable notice, information and consent provisions. Pursuant to our Articles of Association, nominations by our shareholders of persons for election to the Board at our 2023 annual general meeting of shareholders must be received by our Company Secretary between [●] and [●]; provided, however, that in the event that the date of our 2023 annual general meeting of shareholders is changed by more than 30 days from the first anniversary date of the Annual Meeting, notice must be delivered no earlier than 180 days prior to, nor later than 120 days prior to, our 2023 annual general meeting of shareholders or, if later, the 10th day following the day on which public announcement of the date of our 2023 annual general meeting of shareholders is first made.

In addition to the applicable notice requirements under our Articles of Association described in the preceding paragraph, in order to comply with the SEC’s universal proxy rules (once effective), shareholders who desire to nominate one or more persons for election to the Board at our 2023 annual general meeting of shareholders must provide notice to the Company that sets forth all of the information required by Rule 14a-19 under the Exchange Act, which notice must be received by our Company Secretary no later than [●], 2023.

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Board Tenure and Refreshment

The Board does not believe that establishing term limits on directors’ service or a mandatory retirement age would be in the best interests of the Company or its shareholders. Such limitations on service may result in losing the contributions of directors who, through their tenure, have developed increasing insight into the Company and its operations and provide valuable contributions to the Company, its shareholders and the Board. The Board believes that the Company and its shareholders benefit from the balance of experience and institutional knowledge of longer-serving Board members and the fresh perspectives and evolving skillsets of newer Board members.

The Nominating and Corporate Governance Committee regularly reviews and evaluates the skills, expertise, and effectiveness of each of the Company’s Board members, and of the Board and its committees as a whole, to ensure that the Company’s current and future business needs are being served. The Nominating and Corporate Governance Committee also facilitates an annual Board, Board committee, and Board member self-assessment process, as described below. If, as a result of these ongoing assessments, and taking into consideration the Company’s evolving business strategy and areas of focus, the Board identifies specific qualifications, attributes or areas of expertise that may be additive to the Board, the Board may engage a recruitment firm to identify director candidates with experience and expertise in the identified areas.

Focus on diversity in director candidate searches: The Board recognizes the immense value of a diverse and inclusive membership that includes not only diversity of qualifications, tenure, viewpoints and professional background, but also diversity of age, gender, race and ethnicity, and recognizes the importance of setting an example at the Board level for the diverse and inclusive culture and talent that the Company seeks to foster and attract. As the Board has engaged, and continues to engage, in ongoing refreshment efforts, it seeks to identify new director candidates who can further contribute to the diversity of the Board.

 

Ongoing Board Refreshment: 2019—Present: The Board has an active Board refreshment program and has engaged in significant Board refreshment activities since 2019 in order to further strengthen the Board’s expertise in targeted areas of importance to the Company’s business strategy. Details of the Board’s activities are as follows:

 

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Committee Membership and Leadership Refreshment: The Board also refreshes membership and leadership of the committees of the Board from time to time in order to maintain an appropriate balance of skillsets, experience and fresh perspectives.

As a result of these refreshment activities and our commitment to Board diversity, our Board and the committees of our Board have a strong representation of diverse directors.

Board Evaluation and Board, Committee and Individual Director Self-Assessments

Our Board is tasked with, among other things, overseeing company risk, business strategy and corporate responsibility and sustainability initiatives; fostering a company culture that attracts, retains and supports employees; strengthening engagement and alignment with shareholder interests; and supporting long-term value creation for all of the Company’s stakeholders.

In order to help ensure that the current and future business and stakeholder needs of the Company are being appropriately served by the Board and its committees, the Nominating and Corporate Governance Committee:

Our typical annual Board evaluation and self-assessment process includes the following steps:

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In 2021, the Nominating and Corporate Governance Committee worked with management to review, and substantially revise, the form of questionnaire utilized in the Board’s self-assessment process to enhance the substance and nature of the feedback solicited, including the addition of new questions in respect of emerging areas of governance focus.  

Actions Taken in Response to Board Self-Assessment. Based on feedback provided by directors during the 2020 and 2021 Board self-assessment processes, management made a number of changes to the substance and structure of regularly-scheduled Board meetings in 2021, including refining meeting agendas to add more time for discussion and multiple executive sessions; increasing the scope of information presented and time allotted during meetings for certain topics of particular interest for the Board, including emerging areas of governance focus; and increasing the frequency of Board update calls and other communications outside of regularly-scheduled meetings.

Expectations of Board Members

Director Orientation and Continuing Education

The Board believes that each director should be aware of corporate governance issues, legal duties and obligations and best practices involved in serving on a public company board of directors. The Company’s Chief Legal Officer and Chief Financial Officer are responsible for the orientation of new directors, and for periodically providing materials or briefing sessions for directors on subjects that may assist them in exercising their duties. The Nominating and Corporate Governance Committee considers potential educational topics for the Board and provides recommendations to the Board as it deems appropriate. The Company also provides opportunities for our directors to visit Company facilities and engage with leadership teams in different functional areas of the Company in order to provide greater understanding of the Company’s business and operations.

Service on Other Boards

Board members are expected to ensure that their other existing and planned future commitments do not materially interfere with their service as an effective Board member. Any existing outside commitments of Board members will be considered by the Nominating and Corporate Governance Committee and the Board when reviewing new director candidates for election and current director candidates for re-election. In addition, Board members must seek approval from the Nominating and Corporate Governance Committee before accepting an invitation to serve on any new board of directors, and service on boards and board committees of other companies must be consistent with the Company’s conflict of interest policies set forth in our Code of Business Conduct and Ethics.

Overboarding Policy. In May 2022, the Board revised its policy on directorships to further limit the number of public company boards on which our directors may serve. In accordance with the revised policy, unless otherwise agreed by the Nominating and Corporate Governance Committee, our directors may serve on public company boards as follows:

In calculating the number of public company boards on which a director serves, simultaneous service on a board or committee of a public company parent and its substantially owned non-public subsidiary counts as service on a single public company board or committee. Each member of our Board is currently, and was at all times during 2021, in compliance with this overboarding policy.

Meetings of the Board

Meetings of the Board are scheduled in advance at least four times a year. Furthermore, additional Board meetings may be called upon appropriate notice at any time to address specific needs of the Company. Each director may propose the inclusion of items on the agenda, request the presence of, or a report by, any member of Company management, or at any Board meeting raise subjects that are not on the agenda for that meeting. The Lead Independent Director reviews and approves the agenda in advance of each Board meeting. The meetings of the Board are typically hosted at the Company’s headquarters in Dublin, Ireland,

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but may be hosted at other locations or conducted by audio or video conference at the discretion of the Board. In 2021, all meetings of the Board were conducted via videoconference rather than in-person in light of guidance from country, state and local health authorities in response to the COVID-19 pandemic that imposed restrictions on travel and group gatherings.

Attendance at Board and Committee Meetings

Absent extenuating circumstances, directors are expected to prepare for, attend and participate in all Board meetings and meetings of the committees on which they serve. Attendance rates are taken into account by the Nominating and Corporate Governance Committee and the Board in connection with their assessments of current Board members for re-nomination as directors. In 2021, each of the Company’s directors attended more than 75% of the aggregate of all regularly-scheduled meetings of the Board and the Board committee(s) on which they served that were held during the period in which they were a director or committee member, as applicable.

Frequency and Format of Board Meetings

We held four regularly-scheduled meetings of the Board during 2021. In addition, in recognition of evolving demands on the Company in response to the COVID-19 pandemic and the Board’s oversight of such response and other matters of importance to the Company, we also held numerous (at least monthly, and more frequently as needed) Board update calls in 2021 to keep the Board informed and in regular communication with management.

Meetings of Non-Employee Directors

The Board’s policy is to hold meetings of the non-employee directors of the Board (consisting of all directors other than Mr. Pops) following each regularly scheduled in-person Board meeting. The Lead Independent Director is responsible for chairing such meetings. Meetings of the non-employee directors were held following each regularly-scheduled Board meeting during 2021. If the non-employee directors include any directors who are not independent, the Board shall also hold executive sessions of the independent directors of the Board from time to time, as the Board deems appropriate.

Action by Written Consent

In accordance with our Articles of Association, the Board may, from time to time, take action by unanimous written consent in lieu of a meeting. The Board took three actions by written consent in 2021.

Attendance at Annual General Meetings of Shareholders

All directors and director nominees are encouraged to attend the Company’s annual general meetings of shareholders, and each of the Company’s then-current directors attended the Company’s 2021 annual general meeting of shareholders.

Shareholder Communications with the Board

Generally, shareholders who have suggestions, comments or inquiries should contact our Investor Relations team at investor_relations@alkermes.com. However, our Board believes that shareholders should also have an opportunity to communicate with the Board directly. Shareholders interested in communicating with the Board or an individual director or directors (including our Chairman or our Lead Independent Director) may do so by sending written communication by mail to Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6, or by facsimile to +353 1 772-8001, in each case to the attention of either the Chairman of the Board or the individual director(s), as applicable. Each communication should set forth the shareholder’s name and address as it appears on the records of our transfer agent, Computershare Trust Company, N.A. (and, if the shares are held by a bank, broker or other nominee, the name and address of the shareholder who beneficially owns of the shares), and the number of shares that are owned or beneficially owned, as applicable, by such shareholder. The Company will forward any such shareholder communications to the Chairman of the Board, as a representative of the Board, and/or to the individual director(s) to whom the communication is addressed, by certified mail to an address specified by the applicable director and/or the Chairman of the Board for such purposes or by secure electronic transmission.

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Director Compensation

 

Directors who are employees of the Company do not receive additional compensation for Board membership over and above their regular employee compensation.

Non-Employee Director Compensation Program

Our non-employee director compensation program is intended to be current, competitive and fair, and is designed to attract and retain optimal talent and expertise on our Board and provide compensation commensurate with the time and effort that our directors are required to devote to the Company given the size and complexity of our operations and the Board’s significant oversight and advisory responsibilities.

The Compensation Committee is responsible for evaluating and recommending to the Board for its approval an annual non-employee director compensation program. In this context, the Compensation Committee annually reviews and evaluates, in consultation with its independent compensation consultant, recent trends in director compensation, corporate governance best practices related to director compensation, and comparable market data for director compensation, including data from the same peer group that the Compensation Committee uses for executive compensation purposes. The Compensation Committee makes its recommendations for non-employee director compensation to the Board based on such review and evaluation. The Board retains the ultimate authority to determine the form and amount of director compensation. It is the general philosophy of the Board that non-employee director compensation should be a mix of cash and equity-based compensation. No perquisites are provided to our non-employee directors. For purposes of our director compensation program, unless otherwise noted below, each “year” refers to the approximately 12-month period between our annual general meetings of shareholders.

Annual Cash Retainers

Each non-employee director receives an annual cash retainer for their service on the Board and an additional annual cash retainer if they serve as Lead Independent Director of the Board or as a member or chair of certain committees of the Board. Our non-employee directors also receive an additional fee for attendance at each regularly-scheduled meeting of the Board in excess of a pre-determined number of meetings each year as set forth below. 

No changes to existing retainers; retainers added for new committee and Lead Independent Director. In May 2021, following review of the non-employee director annual cash retainers approved in May 2020, and determination that such cash compensation remained aligned, and competitive, with our peer group companies, the Compensation Committee recommended to the Board that no changes be made in 2021 to any existing annual cash retainer fee amounts. The Nominating and Corporate Governance Committee also recommended, in light of the significant time and effort expended by the Lead Independent Director and the members of the recently formed Financial Operating Committee, that new annual cash retainer fee amounts be approved for service in such role or on such committee. The Board subsequently approved these recommendations, resulting in the following annual retainers for non-employee directors’ leadership and service roles on the Board and its committees for the upcoming year, each paid pro-rata on a quarterly basis:

 

*This amount includes compensation for attendance at the first five regularly-scheduled Board meetings held each year. An additional fee of $3,500 is paid to each non-employee director for their attendance at any regularly-scheduled Board meeting in excess of the fifth regularly-scheduled Board meeting occurring in such year.

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In 2021, in recognition of continuing and evolving demands on the Company in response to the COVID-19 pandemic and other matters of importance to the Company, we conducted frequent Board update calls to keep the Board informed and in regular communication with management. None of the directors received any additional compensation for participation in such calls.

Equity Compensation

Each non-employee director is also granted equity for their Board service, in the form of an annual award (the “Annual Grant”) that is typically granted to all continuing non-employee directors each year on the date of the Company’s annual general meeting of shareholders, following the election of directors at such meeting. Each newly appointed non-employee director who joins the Board after the annual general meeting of shareholders is granted a prorated portion of the Annual Grant, typically granted to such director proximate to the date of such director’s election to the Board, with the value of the award prorated based on the number of days remaining until the expected date of the Company’s next annual general meeting of shareholders, divided by 365 (and starting in May 2022, such value to be prorated based on the number of days remaining until the one year anniversary of the Company’s prior annual general meeting of shareholders, divided by 365) (each such grant, a “Pro-Rata Annual Grant”). In addition, each newly appointed non-employee director is granted an initial award for joining the Board (each, a “New Director Grant”), typically granted to such director proximate to the date of such director’s election to the Board, with the current award value equal to 1.5 times the approved award value of the Annual Grant.

Vesting terms. Per our non-employee director equity grant procedures, Annual Grants and Pro-Rata Annual Grants vest in full on the one-year anniversary of the applicable grant date, and New Director Grants vest in three equal annual installments, commencing on the one-year anniversary of the grant date.

No changes to award values in 2021. Each year, prior to the Company’s annual general meeting of shareholders, the Compensation Committee recommends to the Board for its approval equity award values and terms for the Annual Grant and any New Director Grant for the upcoming year. In May 2021, following review of the target equity compensation value of $375,000 for the Annual Grant and $562,500 for the New Director Grant approved in 2020, and determination that such equity compensation values remained aligned to and competitive with our peer group companies, the Compensation Committee recommended to the Board that no changes be made to the non-employee director equity award values for the upcoming year and the Board subsequently approved this recommendation.

Equity mix and share number calculation methodology.  All grants to our non-employee directors in 2021 consisted of 50% restricted stock unit awards and 50% stock options, with the number of shares underlying each restricted stock unit award calculated by dividing the approved aggregate value of such awards by the closing price of the Company’s ordinary shares on the Nasdaq Global Select Market as of the close of trading on the applicable grant date (the “Grant Date Closing Share Price”), and the number of shares underlying each stock option calculated utilizing the Grant Date Closing Share Price and the Black-Scholes valuation model, in each case with the resulting share number rounded up to the nearest whole number of shares.

Our non-employee directors are not granted any equity other than the Annual Grant (or Pro-Rata Annual Grant, as applicable) each year and a one-time New Director Grant upon joining the Board. For a description of our share ownership and holding guidelines for our directors, see the section entitled “Share Ownership and Holding Guidelines” on page 116 of this proxy statement.

Reimbursement of Expenses and Insurance

We reimburse each non-employee director for necessary business expenses incurred in the performance of their Board service and extend coverage to each non-employee director under our travel accident and directors’ and officers’ indemnity insurance policies.

Conflicts of Interest

Independent directors do not receive consulting, advisory or other compensatory fees from the Company if the receipt of such fees would result in disqualifying the director from being considered an “independent” director in accordance with the applicable provisions of the Nasdaq Rules and the Exchange Act and the rules promulgated thereunder. To the extent practicable or required by applicable rule or regulation, independent directors who are affiliated with the Company’s service providers, partners or collaborators will

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undertake to ensure that their compensation from such providers, partners or collaborators does not include amounts connected to payments by the Company.

2021 Director Compensation Table

Each of David W. Anstice AO, Shane M. Cooke, David A. Daglio, Jr., Wendy L. Dixon, Ph.D., Richard B. Gaynor, M.D., Brian P. McKeon, Nancy L. Snyderman, M.D., Frank Anders Wilson and Nancy J. Wysenski served as non-employee directors during all of 2021. Robert A. Breyer and Paul J. Mitchell served as non-employee directors in 2021 until their retirement from the Board at the close of the 2021 annual general meeting of shareholder on June 14, 2021. Emily Peterson Alva and Cato T. Laurencin, M.D., Ph.D., were appointed to the Board on May 18, 2021 and November 18, 2021, respectively, and each served as a non-employee director from their respective appointment date through the end of 2021.

Richard F. Pops, our CEO and Chairman of the Board, was an employee during all of 2021. As an employee, Mr. Pops does not receive any cash or equity compensation for his service on the Board.

The following table presents and summarizes the cash retainer fee amounts earned or paid to our non-employee directors for service during 2021 and the equity compensation granted to our non-employee directors in 2021:

 

 

*Numbers may not sum due to rounding.

Notes to 2021 Director Compensation Table

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