UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 20, 2026
ALKERMES PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
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Ireland |
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001-35299 |
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98-1007018 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
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Connaught House, 1 Burlington Road |
Dublin 4, Ireland D04 C5Y6 |
(Address of principal executive offices) |
Registrant's telephone number, including area code: + 353-1-772-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Ordinary shares, $0.01 par value |
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ALKS |
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Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 20, 2026, at the 2026 annual general meeting of shareholders (the “Annual Meeting”) of Alkermes plc (the “Company”), the Company’s shareholders approved amendments to the Alkermes plc 2018 Stock Option and Incentive Plan to, among other things, increase the number of the Company’s ordinary shares authorized for issuance thereunder by 5,900,000 (the plan as so amended, the “2018 Plan”).
The principal features of the 2018 Plan are summarized on pages 57-61 of the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 6, 2026. That summary and the foregoing description are not intended to be complete and are qualified in their entirety by reference to the full text of the 2018 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 20, 2026, the Company held its Annual Meeting. The final voting results for the Annual Meeting are as follows:
1.By separate resolutions, shareholders elected the following directors, each to serve on the Company’s board of directors (the “Board”) for a one-year term until the Company’s 2027 annual general meeting of shareholders, with the votes cast as follows:
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For: |
Against: |
Abstain: |
Broker Non-Votes: |
Shane M. Cooke |
135,495,689 |
5,523,691 |
150,595 |
7,911,628 |
Richard B. Gaynor, M.D. |
139,207,401 |
1,903,354 |
59,220 |
7,911,628 |
Cato T. Laurencin, M.D., Ph.D. |
139,953,548 |
1,159,431 |
56,996 |
7,911,628 |
Nancy S. Lurker |
133,906,559 |
6,588,027 |
675,389 |
7,911,628 |
Brian P. McKeon |
136,233,419 |
4,722,973 |
213,583 |
7,911,628 |
Richard F. Pops |
139,164,715 |
1,939,528 |
65,732 |
7,911,628 |
Nancy L. Snyderman, M.D. |
138,884,522 |
2,223,746 |
61,707 |
7,911,628 |
Frank Anders Wilson |
135,804,853 |
5,204,570 |
160,552 |
7,911,628 |
Christopher I. Wright, M.D., Ph.D. |
139,003,329 |
2,096,466 |
70,180 |
7,911,628 |
2.Shareholders approved, in a non-binding, advisory vote, the compensation of the Company’s named executive officers, with the votes cast as follows: 139,234,176 votes for; 1,787,311 votes against; 148,488 votes abstaining; and 7,911,628 broker non-votes.
3.Shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the independent auditor and accounting firm of the Company, and authorized, in a binding vote, the Audit and Risk Committee of the Board to set the independent auditor and accounting firm’s remuneration, with the votes cast as follows: 146,222,286 votes for; 2,812,663 votes against; and 46,653 votes abstaining.
4.Shareholders approved the 2018 Plan, with the votes cast as follows: 128,147,910 votes for; 12,952,836 votes against; 69,229 votes abstaining; and 7,911,628 broker non-votes.
5.Shareholders renewed Board authority to allot and issue shares under Irish law, with the votes cast as follows: 148,661,934 votes for; 382,138 votes against; and 37,531 votes abstaining.
6.Shareholders renewed Board authority to disapply the statutory pre-emption rights that would otherwise apply under Irish law, with the votes cast as follows: 146,903,611 votes for; 2,086,009 votes against; and 91,983 votes abstaining.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALKERMES PLC |
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Date: May 20, 2026 |
By: |
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/s/ David J. Gaffin |
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David J. Gaffin |
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Secretary |