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United States securities and exchange commission logo
May 16, 2023
Derek Zaba, Esq.
Partner
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Re: Alkermes plc.
PREC14A filed May
8, 2023
File No. 1-35299
Dear Derek Zaba:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms have the same meaning as in the proxy statement listed
above.
PREC14A filed May 8, 2023
General Information about the Meeting and Voting
1. At the bottom of page
17, you disclose that if a proxy card is returned that specifies a vote
on some but not all
matters presented on the card, the proxy will be voted on the matters
left blank in the
manner recommended by the board and specified in the registrant's proxy
statement. However, the
form of proxy addresses only how you will vote a signed but
completely unmarked
card. Please revise or advise.
Proposal 1 - Election of Directors
2. Rule 14a-4(b)(i)
requires you to include a "WITHHOLD" option where the voting
standard for election
of directors is a plurality and where an "AGAINST" vote has no
legal effect. Here, you
have included an "AGAINST" voting option despite the fact that
your disclosure
indicates it will have no legal effect. We note that Irish law requires such
an option but U.S.
rules prohibit it. See Rule 14a-4(b). Please revise or advise.
Derek Zaba, Esq.
Sidley Austin LLP
May 16, 2023
Page 2
3. See our last comment above. Rule 14a-4(b)(i) requires you to include a
"WITHHOLD"
option in an election contest with a plurality voting option. You have
included an
"ABSTAIN" option instead. Please revise or advise.
4. Here or where appropriate in the proxy statement, include a statement
directing
shareholders to Sarissa's proxy statement for the information required
by Item 7
of Schedule 14A with respect to its nominees. This statement should
note that
shareholders can access Sarissa's proxy statement, and any other
relevant documents,
without cost on the Commission's website.
5. Disclose what you will do with votes for Sarissa's nominees received
on your proxy
card if Sarissa discontinues its solicitation or fails to solicit the
holders of at least 67% of
the voting power of these common shares. See Item 21(c) of Regulation
14A.
Form of Proxy
6. We note that your proxy card provides for the ability to vote by
telephone. It is our
understanding that certain voting platforms do not permit telephonic
voting for contests
involving a universal proxy card. Please revise or advise. Should you
delete the
references to voting by telephone on the proxy card, please make
corresponding changes
to the disclosure in the proxy statement itself, such as on page 4 and
elsewhere.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk at (202) 551-3263.
FirstName LastNameDerek Zaba, Esq. Sincerely,
Comapany NameSidley Austin LLP
Division of
Corporation Finance
May 16, 2023 Page 2 Office of
Mergers & Acquisitions
FirstName LastName