DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed
by the Registrant ☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
| ☐ |
Preliminary Proxy Statement |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ |
Definitive Proxy Statement |
| ☒ |
Definitive Additional Materials |
| ☐ |
Soliciting Material Pursuant to Section 240.14a-12 |
JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☐ |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| |
1) |
Title of each class of securities to which transaction applies: |
| |
2) |
Aggregate number of securities to which transaction applies: |
| |
3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined): |
| |
4) |
Proposed maximum aggregate value of transaction: |
| ☐ |
Fee paid previously with preliminary materials. |
| ☐ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| |
1) |
Amount Previously Paid: |
| |
2) |
Form, Schedule or Registration Statement No.: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Annual Shareholder Meeting to Be Held on July 30, 2020.
JAZZ PHARMACEUTICALS PLC
JAZZ PHARMACEUTICALS PLC
FIFTH FLOOR, WATERLOO EXCHANGE
WATERLOO ROAD, DUBLIN 4,
IRELAND
ATTN: COMPANY SECRETARY
|
|
|
|
|
|
Meeting Information |
|
|
| Meeting Type: Annual General Meeting |
|
|
| For holders as of: June 3, 2020 |
|
|
| Date: July 30, 2020 Time: 3:00 PM Local Time |
|
|
| Location: Jazz Pharmaceuticals plc |
|
|
| Fifth Floor, Waterloo
Exchange |
|
|
| Waterloo Road |
|
|
|
Dublin 4, Ireland |
|
|
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that
are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
|
| See the reverse side of this notice to obtain proxy materials and voting instructions. |
— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. PROXY STATEMENT 2. ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com.
How to Request and
Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy
of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE:
1-800-579-1639
3) BY E-MAIL*:
sendmaterial@proxyvote.com
* If
requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before July 16, 2020 to facilitate timely delivery.
— How To Vote —
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to,
the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the
box marked by the arrow
(located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include
a proxy card.
The Board of Directors recommends you vote
FOR each of the nominees for director named in
Proposal 1 below:
| 1. |
To elect four nominees for director named below to hold office until the 2023 annual general meeting of
shareholders. |
|
|
|
|
|
Nominees: |
|
|
| |
|
1a. Bruce C. Cozadd |
|
|
|
|
1b. Heather Ann McSharry |
|
|
|
|
1c. Anne O’Riordan |
|
|
|
|
1d. Rick E Winningham |
The Board of Directors recommends you vote FOR Proposals 2, 3, 4 and 5:
| 2. |
To ratify, on a non-binding advisory basis, the appointment of KPMG as the independent auditors of Jazz
Pharmaceuticals plc for the fiscal year ending December 31, 2020 and to authorize, in a binding vote, the board of directors, acting through the audit committee, to determine the auditors’ remuneration.
|
| 3. |
To approve, on a non-binding advisory basis, the compensation of Jazz Pharmaceuticals plc’s named
executive officers as disclosed in the proxy statement. |
| 4. |
To approve an amendment and restatement of Jazz Pharmaceuticals plc’s Amended and Restated 2007
Non-Employee Directors Stock Award Plan in order to, among other things, increase the number of ordinary shares authorized for issuance by 500,000 shares. |
| 5. |
To approve a capital reduction and creation of distributable reserves under Irish law. |
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
