Jazz Pharmaceuticals Plc · NASDAQ:JAZZ
Jazz Pharmaceuticals — Shareholder Meeting (July 2016)
34 slides from Jazz Pharmaceuticals's shareholder meeting presentation, Jul 5, 2016
Slide 1: 2016 Annual General Meeting July 2016
2016 Annual General Meeting July 2016
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains forward-looking statements, including, but not limited to, statements related to Jazz Pharmaceuticals’ growth strategy, the relationship between that growth strategy and the way Jazz Pharmaceuticals intends to advance its business and increase sh
Slide 3: About Jazz Pharmaceuticals plc
About Jazz Pharmaceuticals plc
Slide 4: We are Listed in the U.S. and Incorporated in Ireland
We are Listed in the U.S. and Incorporated in Ireland We are the successor to Jazz Pharmaceuticals, Inc. Through a merger transaction effected with Azur Pharma Public Limited Company in 2012 (the Azur Merger), we effectively re-domiciled in Ireland Our ordinary shares are listed exclusively on the N
Slide 5: What it Means to be Listed in the U.S. and Incorporated in Ireland
What it Means to be Listed in the U.S. and Incorporated in Ireland Because we are incorporated in Ireland, we follow the corporate legal requirements of Ireland Because our ordinary shares are listed exclusively in the U.S. and the U.S. capital markets are the sole capital markets for our ordinary s
Slide 6: We Are Focused on Improving Patients' Lives and Creating Shareholder Value
We Are Focused on Improving Patients’ Lives and Creating Shareholder Value by Identifying, Developing and Commercializing Meaningful Products that Address Unmet Medical Needs Our strategy is to create shareholder value by: Growing sales of existing products in our portfolio, including by identifying
Slide 7: About Our 2016 Annual General Meeting Proposals 6 and 7
About Our 2016 Annual General Meeting Proposals 6 and 7
Slide 8: What are 2016 Annual General Meeting Proposals 6 and 7?
What are 2016 Annual General Meeting Proposals 6 and 7? Under Irish law, our directors must have specific authority from our shareholders to issue shares, and our directors must also have specific authority from our shareholders to issue shares for cash without first offering those shares on the sam
Slide 9: Why Proposals 6 and 7 are Important and Why You Should Vote FOR
Why Proposals 6 and 7 are Important to Jazz Pharmaceuticals and Why You Should Vote “FOR” These Proposals Approval of Proposals 6 and 7 extends—but does not expand—our current share issuance authorities We are not asking you to approve an increase to our authorized share capital Renewing our share i
Slide 10: Our Past Actions Demonstrate Our Disciplined Use of Equity
Our Past Actions Demonstrate Our Deliberately Disciplined Use of Equity in Furtherance of Our Growth Strategy Each of our completed company and asset acquisitions and in-license transactions since the Azur Merger have been funded with cash on hand and/or borrowings under credit facilities, and we ha
Slide 11: Potential Consequences if Proposals 6 and 7 are Not Approved
Potential Consequences if Proposals 6 and 7 are Not Approved If Proposals 6 and 7 are not approved, we would be required to obtain shareholder approval prior to issuing any shares in connection with new strategic opportunities after January 17, 2017, even if we would not otherwise be required to obt
Slide 12: About Our Other 2016 Annual General Meeting Proposals
About Our Other 2016 Annual General Meeting Proposals
Slide 13: Recurring Annual Proposals
Recurring Annual Proposals Election of Class II directors (Proposal 1) Ratify, in a non-binding vote, KPMG’s re-appointment and authorize, in a binding vote, determination of auditor remuneration (Proposal 2) Non-binding advisory say-on-pay vote (Proposal 3) Renewal of open market share repurchase a
Slide 14: Other Non-Recurring Proposals
Other Non-Recurring Proposals Amendments to Memorandum of Association and Articles of Association (Proposals 4A and 4B) Adjournment (Proposal 8) Amendment and restatement of 2011 Equity Incentive Plan (Proposal 9) Amendment and restatement of 2007 Non-Employee Directors Stock Option Plan (Proposal 1
Slide 15: Proposals 4A and 4B – Amendments to Memorandum and Articles of Association
Proposals 4A and 4B – Amendments to Memorandum of Association and Articles of Association
Slide 16: Why Proposals 4A and 4B are on the Agenda
Why Proposals 4A and 4B are on the Agenda Our current constitutional documents dis-applied the model set of regulations set forth in the previous Irish company law — instead, we adopted a tailored memorandum of association and articles of association Irish Companies Act 2014 became effective on June
Slide 17: Why you should vote FOR Proposals 4A and 4B
Why you should vote “FOR” Proposals 4A and 4B The proposed amendments would allow the continued application of the substantive content of our constitutional documents without change due simply to the enactment of Irish Companies Act 2014, and would effect certain other minor “housekeeping” changes N
Slide 18: Proposal 8 - Adjournment
Proposal 8 - Adjournment ———
Slide 19: Why Proposal 8 is on the Agenda and Why You Should Vote FOR
Why Proposal 8 is on the Agenda and Why You Should Vote “FOR” Proposal 8 Proposals 4A and 4B (amendments to Memorandum of Association and Articles of Association) and Proposal 7 (renew directors’ authority to issue shares for cash without first offering shares to existing shareholders) are special r
Slide 20: Proposal 9 – Amendment and Restatement of 2011 Equity Incentive Plan
Proposal 9 – Amendment and Restatement of 2011 Equity Incentive Plan
Slide 21: Why Proposal 9 is on the Agenda
Why Proposal 9 is on the Agenda In 2011, our public company shareholders approved the existing 2011 Equity Incentive Plan, including the terms and conditions necessary for us to grant performance-based stock and cash awards under section 162(m) of the U.S. Internal Revenue Code Under U.S. tax rules,
Slide 22: Why You Should Vote FOR Proposal 9
Why You Should Vote “FOR” Proposal 9 We believe it is in the best interests of the company and our shareholders to preserve the ability to grant awards in the future that may qualify as “performance-based compensation” under section 162(m) The Amended and Restated 2011 Equity Incentive Plan is ident
Slide 23: Proposal 10 – Amendment and Restatement of 2007 Non-Employee Directors Stock Option Plan
Proposal 10 – Amendment and Restatement of 2007 Non-Employee Directors Stock Option Plan
Slide 24: Why Proposal 10 is on the Agenda
Why Proposal 10 is on the Agenda Under the current Amended and Restated Non-Employee Directors Stock Option Plan, stock options are the only type of stock award that can be granted to our non-employee directors We have been granting restricted stock units, or RSUs, to our directors under our 2007 Eq
Slide 25: Why You Should Vote FOR Proposal 10
Why You Should Vote “FOR” Proposal 10 We believe it is in the best interests of the company and our shareholders to preserve our ability to grant RSUs and other types of stock awards to our non-employee directors Shareholders are not being asked to approve an increase in the number of shares availab
Slide 26: About Our Corporate Governance
About Our Corporate Governance
Slide 27: Our Board of Directors is Substantially Independent
Our Board of Directors is Substantially Independent and Has a Mix of Newer and Longer-Tenured Directors – The Charts Below Show Board Makeup by Various Characteristics
Slide 28: Our Directors Bring a Balance of Relevant Skills and Experience
Our Directors Bring a Balance of Relevant Skills and Experience to our Boardroom
Slide 29: Strong Corporate Governance Practices
Strong Corporate Governance Practices 10 out of 11 of our directors are independent Regular executive sessions of independent directors Audit, compensation and nominating and corporate governance committees are comprised solely of independent directors Diverse board in terms of tenure, residency, ge
Slide 30: Strong Corporate Governance Practices in our Executive Compensation Program
Strong Corporate Governance Practices in our Executive Compensation Program What We Do What We Don’t Do Design executive compensation to align pay with performance No excessive change in control or severance payments Balance short-term and long-term incentive compensation to make sure majority of ex
Slide 31: Pay-For-Performance Philosophy
Pay-For-Performance Philosophy
Slide 32: 2016 Annual General Meeting Logistics
2016 Annual General Meeting Logistics
Slide 33: We Value Your Support at our 2016 Annual General Meeting
We Value Your Support at our 2016 Annual General Meeting Our 2016 Annual General Meeting is on August 4, 2016 Our board of directors recommends that you for “FOR” each of the nominees in Proposal 1 and “FOR” each of the other proposals Your vote is important, no matter how many or how few shares you
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