Athena, and Atom, (ii) a director of Catapult Co, and (iii) the managing member of Catapult LLC (together with Offshore, Hawkeye, ISP, Master II, Athena, Atom, and Catapult Co, the “Direct Beneficial Owners”). In his capacity as such, Dr. Denner has an interest in the profits, if any, derived by Sarissa Capital as the investment advisor to, director of or managing member of the Direct Beneficial Owners and by Fund GP LLC and Management GP as a direct or indirect partners or members of the Direct Beneficial Owners. These profits are based in part on the value (and any appreciation thereof) of the assets held by the Direct Beneficial Owners, which include Shares and other securities of the Company described in this Proxy Statement, including Annex A.
Except as set forth herein, (a) no Sarissa Nominee, nor any associate of any Sarissa Nominee, is a party adverse to Alkermes or any of its subsidiaries or has a material interest adverse to Alkermes or any of its subsidiaries in any material proceeding; (b) there is no event that occurred during the past 10 years with respect to a Sarissa Nominee that is required to be described under Item 401(f) of Regulation S-K; and (c) there is no arrangement or understanding between a Sarissa Nominee and any other person pursuant to which he or she is to be selected as a nominee.
MS. BONFIGLIO, DR. DENNER, AND DR. SCHLESINGER ARE COMMITTED TO ACTING IN THE BEST INTEREST OF ALL SHAREHOLDERS. WE URGE YOU TO VOTE YOUR BLUE UNIVERSAL PROXY CARD FOR THE ELECTION OF MS. BONFIGLIO, DR. DENNER, AND DR. SCHLESINGER.
Proposal 2 – Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers
According to the Alkermes Proxy Statement, the Company will also solicit proxies with respect to a proposal for the Shareholders to approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Alkermes Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, and related compensation tables and narrative discussion. Please refer to the Alkermes Proxy Statement for a discussion of such proposal.
We intend to vote, and recommend that you vote, AGAINST this proposal.
IF YOU RETURN A PROPERLY EXECUTED BLUE UNIVERSAL PROXY CARD AND NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL OF THE SHARES REPRESENTED BY YOUR BLUE UNIVERSAL PROXY CARD AGAINST PROPOSAL 2.
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
According to the Alkermes Proxy Statement, the Company will also solicit proxies with respect to a proposal for Shareholders to ratify, on a non-binding, advisory basis, the appointment of PricewaterhouseCoopers LLP as the independent auditor and accounting firm of the Company and to authorize, in a binding vote, the Audit and Risk Committee to set such independent auditor and accounting firm’s remuneration. Please refer to the Alkermes Proxy Statement for a discussion of such proposal.
We intend to vote, and recommend that you vote, FOR this proposal.
IF YOU RETURN A PROPERLY EXECUTED BLUE UNIVERSAL PROXY CARD AND NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL OF THE SHARES REPRESENTED BY YOUR BLUE UNIVERSAL PROXY CARD FOR PROPOSAL 3.
Proposal 4 – Approval of Alkermes plc 2018 Stock Option and Incentive Plan, as amended
According to the Alkermes Proxy Statement, the Company will also solicit proxies with respect to a proposal for Shareholders 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 Shares that are authorized for issuance thereunder by [•] (subject to adjustment for stock splits, stock dividends and similar events) and increase the number of Shares that may be awarded in the form of incentive stock options by the same amount. Please refer to the Alkermes Proxy Statement for a discussion of such proposal.
We intend to vote, and recommend that you vote, FOR this proposal.