Allergan Announces Results from the 2019 Annual General Meeting of Shareholders

Shareholders Approved All Allergan Proposals and Voted AGAINST Shareholder Proposal Calling for Immediate Separation of Chairman and CEO Role

DUBLIN, May 1, 2019 /PRNewswire/ -- Allergan plc (NYSE: AGN) today announced the voting results, representing 85.9 percent of shares eligible to be voted, from its Annual General Meeting of Shareholders held on May 1, 2019 in Dublin, Ireland. Shareholders elected all of the 11 nominees as members of the Board of Directors, approved an advisory resolution on executive compensation, ratified the appointment of Allergan’s independent auditor for fiscal year 2019, approved proposals related to the authority of the Directors to issue shares under certain specified conditions, and rejected a shareholder proposal calling for an immediate separation of the Chairman and CEO role by majority of votes cast.

Allergan’s Board of Directors issued the following statement on the voting results:

“The Allergan Board appreciates the support of our shareholders reflected in the voting results. We take seriously the feedback we received during our shareholder engagements leading up to the Annual Meeting and look forward to a continued dialogue moving forward. Allergan’s Board of Directors is dedicated to best-in-class governance, strong independent oversight, accountability for performance and delivering on our strategic priorities to create value for our shareholders.”

Based on the tabulation of votes Allergan shareholders:

• Rejected a shareholder proposal to immediately separate the Chairman and CEO with 61.3 percent of shareholders voting against the proposal.
• Elected the Board nominees as Directors to hold office until the 2020 Annual General Meeting of Shareholders: Nesli Basgoz, M.D., Joseph H. Boccuzi, Christopher W. Bodine, Adriane M. Brown, Christopher J. Coughlin, Carol Anthony (John) Davidson, Thomas C. Freyman, Michael E. Greenberg, Ph.D., Robert J. Hugin, Peter J. McDonnell, M.D., and Brenton L. Saunders.
• Approved an advisory resolution on executive compensation, commonly referred to as a “Say on Pay” vote, with 86.6 percent of votes cast.
• Ratified the appointment of PricewaterhouseCoopers LLP as its independent auditor for fiscal year ending December 31, 2019.
• Renewed the authority of the Board of Directors to issue shares.
• Renewed the authority of the Board of Directors to issue shares for cash, and to issue shares for specified capital investment purposes without pre-emptive rights.

Final results will also be reported on a Form 8-K that will be filed with the U.S. Securities and Exchange Commission, at which time they will become available on www.sec.gov as well as Allergan’s web site.

About Allergan plc

Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a bold, global pharmaceutical leader. Allergan is focused on developing, manufacturing and commercializing branded pharmaceutical, device, biologic, surgical and regenerative medicine products for patients around the world.

Allergan markets a portfolio of leading brands and best-in-class products primarily focused on four key therapeutic areas including medical aesthetics, eye care, central nervous system and gastroenterology.

Allergan is an industry leader in Open Science, a model of research and development, which defines our approach to identifying and developing game-changing ideas and innovation for better patient care. With this approach, Allergan has built one of the broadest development pipelines in the pharmaceutical industry.

Allergan’s success is powered by our global colleagues’ commitment to being Bold for Life. Together, we build bridges, power ideas, act fast and drive results for our customers and patients around the world by always doing what is right.

With commercial operations in approximately 100 countries, Allergan is committed to working with physicians, healthcare providers and patients to deliver innovative and meaningful treatments that help people around the world live longer, healthier lives every day.

For more information, visit Allergan’s website at www.Allergan.com.

Forward-Looking Statement

Statements contained in this communication that refer to future events or other non-historical facts are forward-looking statements that reflect Allergan’s current perspective on existing trends and information as of the date of this communication. Actual results may differ materially from Allergan’s current expectations depending upon a number of factors affecting Allergan’s business. These factors include, among others, the difficulty of predicting the timing or outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; the effects of any changes to management or corporate governance; market acceptance of and continued demand for Allergan’s products; the impact of uncertainty around timing of generic entry related to key products, including RESTASIS®, on our financial results; risks associated with divestitures, acquisitions, mergers and joint ventures; risks related to impairments; uncertainty associated with financial projections, projected debt reduction, projected cost reductions, projected synergies, restructurings, increased costs, and adverse tax consequences; difficulties or delays in manufacturing; and other risks and uncertainties detailed in Allergan’s periodic public filings with the Securities and Exchange Commission, including but not limited to Allergan’s Annual Report on Form 10-K for the year ended December 31, 2018.

Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements.

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SOURCE Allergan plc

Company Codes: NYSE:AGN