Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2021 Annual General Meeting of Shareholders (the "Annual Meeting") of
The description of the Amended 2018 Plan under the heading "Proposal 4, Approval
of the Amended and Restated 2018 Incentive Plan" contained in the Company's
definitive proxy statement filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on
· Election of the directors of the Company, each to serve a term extending until the conclusion of the Company's next annual general meeting of shareholders; · Ratification, in a non-binding advisory vote, of the appointment ofErnst & Young LLP as the independent registered public accounting firm of the Company for the year endingDecember 31, 2021 , and authorization, in a binding vote, of the Company's board of directors, acting through the audit committee, to set the independent registered public accounting firm's remuneration; · Approval of a waiver of offer obligations under Rule 37 of the Irish Takeover Rules to enable share buybacks or redemptions; and · Approval of the Amended 2018 Plan, which, among other things, increases the number of Ordinary Shares authorized for issuance under the plan from 4,100,000 to 9,100,000.
The final voting results for the Annual Meeting are as follows:
1. The Company's shareholders elected
Burgstahler,Gregory L. Cowan ,Michael DeBiasi ,Sriram Venkataraman ,Juan Vergez andFred Weiss as directors, each to serve a term extending until the conclusion of the Company's next annual general meeting of shareholders or until his successor is duly elected and qualified or until his death, resignation or removal, based on the following votes: Broker For Against Abstain Non-Votes Brian Markison 47,989,668 2,668,002 156,695 6,374,410 Joachim Benes 47,068,347 2,620,333 1,125,685 6,374,410 David Burgstahler 46,808,935 3,742,931 262,499 6,374,410 Gregory L. Cowan 49,373,869 289,038 1,151,458 6,374,410 Michael DeBiasi 49,404,715 275,855 1,133,795 6,374,410 Sriram Venkataraman 47,969,290 2,616,223 228,852 6,374,410 Juan Vergez 46,553,686 3,080,920 1,179,759 6,374,410 Fred Weiss 49,137,780 547,317 1,129,268 6,374,410
2. The Company's shareholders ratified, in a non-binding advisory vote, the
appointment ofErnst & Young LLP as the independent registered public accounting firm of the Company for the year endingDecember 31, 2021 , and authorized, in a binding vote, the Company's board of directors, acting through the audit committee, to set the independent registered public accounting firm's remuneration, based on the following votes: For Against Abstain 56,993,734 85,029 110,012
3. The independent shareholders approved a waiver of offer obligations under Rule
37 of the Irish Takeover Rules to enable share buybacks or redemptions, based on the following votes: For Against Abstain 11,457,687 3,919,503 912,102
4. The Company's shareholders approved the Amended 2018 Plan to, among other
things, increase the number of Ordinary Shares authorized for issuance under the plan from 4,100,000 to 9,100,000, based on the following votes: For Against Abstain Broker Non-Votes 47,130,663 3,513,859 169,843 6,374,410
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Osmotica Pharmaceuticals plc Amended and Restated 2018 Incentive Plan
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