Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
Results of Matters Presented at the 2026 Annual General Meeting of Shareholders
On July 23, 2026, Jazz Pharmaceuticals plc (the “Company”) held its 2026 annual general meeting of shareholders (the “Annual Meeting”), at the Company’s corporate headquarters located at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland. At the Annual Meeting, the Company’s shareholders voted on six proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on June 8, 2026 (the “Proxy Statement”). The results of the matters presented at the Annual Meeting, based on the presence in person or by proxy of holders of 57,836,785 of the 62,817,628 ordinary shares entitled to vote, are described below.
Proposal 1
Proposal 1 was to elect by separate resolutions each of the three nominees for director named below to hold office until the Company’s 2029 annual general meeting of shareholders. Each of the three nominees for director was elected as follows:
Director Nominees For Against Abstain Broker Non-Votes
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Bruce C. Cozadd 51,881,319 2,101,752 16,716 3,836,998
Heather Ann McSharry 46,088,894 7,806,697 104,196 3,836,998
Rick E Winningham 51,869,443 2,025,769 104,575 3,836,998
Proposal 2
Proposal 2 was to ratify, on a non-binding advisory basis, the appointment of KPMG, Dublin as the Company’s independent auditors for the fiscal year ending December 31, 2026 and to authorize, in a binding vote, the Company’s board of directors, acting through the audit committee, to determine the auditors’ remuneration. This proposal was approved as follows:
For Against Abstain Broker Non-Votes
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56,675,189 1,142,004 19,592 —
Proposal 3
Proposal 3 was to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. This proposal was approved as follows:
For Against Abstain Broker Non-Votes
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50,608,405 3,345,782 45,600 3,836,998
Proposal 4
Proposal 4 was to grant the Company’s board of directors authority under Irish law to allot and issue ordinary shares. This proposal was approved as follows:
For Against Abstain Broker Non-Votes
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56,427,298 1,274,823 134,664 —
Proposal 5
Proposal 5 was to grant the Company’s board of directors authority under Irish law to allot and issue ordinary shares for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply. This proposal was approved as follows:
For Against Abstain Broker Non-Votes
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55,827,950 1,873,047 135,788 —
Proposal 6
Proposal 6 was to approve any motion to adjourn the Annual Meeting, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve either Proposal 4 or Proposal 5. As no motion to adjourn the Annual Meeting was made, Proposal 6 was not put to a vote of the shareholders at the Annual Meeting.