SEC Filing | Endo International plc

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endp-20220609

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): June 9, 2022

_______________________________

Endo International plc

(Exact name of registrant as specified in its charter)

_______________________________


Ireland	001-36326	68-0683755
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


First Floor, Minerva House, Simmonscourt Road
Ballsbridge, Dublin 4,	Ireland	Not Applicable
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code 011-353-1-268-2000

Not Applicable

(Former name or former address, if changed since last report.)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, nominal value $0.0001 per share	ENDP	The 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).

☐ 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 5.07. Submission of Matters to a Vote of Security Holders.

On June 9, 2022, Endo International plc (the Company) held its 2022 Annual General Meeting of Shareholders (the Annual Meeting) in Dublin, Ireland. The matters voted on by shareholders at the Annual Meeting and the results of such voting are set forth below.

1.The proposal to elect, by separate resolutions, the following directors, representing all of the members of the Board of Directors of the Company (the Board), to serve until the next annual general meeting of shareholders or until their death, resignation or removal, if earlier, was approved based upon the following votes:


Nominee	Votes For Approval	Votes Against	Abstentions	Broker Non-Votes
Mark G. Barberio	137,600,024	21,517,338	120,869	31,856,803
Jennifer M. Chao	147,997,161	11,122,950	118,120	31,856,803
Blaise Coleman	146,567,870	12,582,189	88,172	31,856,803
Shane M. Cooke	148,102,831	11,044,828	90,572	31,856,803
Nancy J. Hutson, Ph.D.	138,289,425	20,831,038	117,768	31,856,803
Michael Hyatt	103,208,140	55,896,748	133,343	31,856,803
William P. Montague	95,533,427	63,600,281	104,523	31,856,803
M. Christine Smith, Ph.D.	138,566,801	20,544,755	126,675	31,856,803

2.The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers received the following votes:


Votes for approval			24,395,060
Votes against			134,650,506
Abstentions			192,665
Broker non-votes			31,856,803

3.The proposal to renew the Board's existing authority to issue shares under Irish law was approved based upon the following votes:


Votes for approval			170,131,044
Votes against			20,522,869
Abstentions			441,121

4.The proposal to renew the Board's existing authority to opt-out of statutory pre-emption rights under Irish law was approved based upon the following votes:


Votes for approval			170,652,158
Votes against			19,971,371
Abstentions			471,505

5.The proposal to approve the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022 and to authorize the Board, acting through the Audit & Finance Committee, to determine the independent registered public accounting firm's remuneration was approved based upon the following votes:


Votes for approval			172,674,579
Votes against			1,556,953
Abstentions			16,863,502

6.Such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof:

None.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Number			Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.



ENDO INTERNATIONAL PLC


By:			/s/ Matthew J. Maletta
Name:			Matthew J. Maletta
Title:			Executive Vice President, Chief Legal Officer and Company Secretary

Dated: June 9, 2022