UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On February 23, 2024, the board of directors (the “Board”) of Jazz Pharmaceuticals plc (the “Company”), upon the recommendation of the nominating and corporate governance committee of the Board, appointed Patrick Kennedy to the Board, effective as of March 1, 2024, as a Class I director for a term expiring at the annual general meeting of shareholders to be held in 2024. Mr. Kennedy was also appointed to serve as a member of the Audit Committee of the Board. There were no arrangements or understandings between Mr. Kennedy and any other persons pursuant to which Mr. Kennedy was selected as a director.
Mr. Kennedy will receive cash and equity compensation for his service on the Board in accordance with the Company’s standard compensatory arrangements for non-employee directors described under the “Director Compensation” section of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 16, 2023.
In connection with his election to the Board, the Company and Mr. Kennedy entered into the Company’s standard indemnification agreement that requires the Company, under the circumstances and to the extent provided for therein, to indemnify Mr. Kennedy to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by either Mr. Kennedy as a result of Mr. Kennedy being made a party to certain actions, suits, proceedings and other actions by reason of the fact that Mr. Kennedy is or was a director, officer, employee, consultant, agent or fiduciary of the Company or any of its subsidiaries or other affiliated enterprises.
Resignation of Directors
On February 23, 2024, Peter Gray notified the Board that he will not stand for re-election to the Board, when his term expires, at the 2024 Annual Meeting. Mr. Gray’s decision was not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies or practices of the Company.
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.
| JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY | ||
| By: | /s/ Neena Patil | |
| Name: | Neena Patil | |
| Title: | Executive Vice President and Chief Legal Officer | |
Date: February 27, 2024