Alkermes PLC

This advisory proposal asks shareholders to approve the overall compensation program for Alkermes’ named executive officers for 2025 as disclosed in the proxy statement. Management seeks this non-binding endorsement to validate its pay-for-performance approach that emphasizes significant at‑risk compensation (annual cash incentives and performance‑based equity), and the Board intends to use shareholder feedback to inform future pay decisions. The 2025 program incorporated objective, pre-specified STIP metrics (commercial/operational, neuroscience pipeline, and corporate responsibility) and increased use of performance-restricted stock units (PRSUs) in annual equity grants, with a three‑year LTIP tied to pipeline milestones and a relative TSR modifier. The Board highlights prior strong say‑on‑pay support (98.7% in 2025) and ongoing shareholder engagement as context for recommending approval. While the vote is advisory and not binding, management frames approval as confirmation that their balance of short- and long-term incentives, profitability-linked metrics, and governance protections (minimum vesting, clawbacks, no repricing) appropriately align executive interests with shareholder value creation. The Committee’s intent is to preserve flexibility to tailor compensation to evolving strategic priorities while maintaining transparency on how target payouts translate into realized pay. A favorable vote signals continued shareholder support for the current compensation framework; a negative vote would prompt continued engagement and potential program adjustments. The Board recommends a “FOR” vote because it believes the program incentivizes long‑term value creation, incorporates robust governance features, and responds to prior shareholder input.

This management proposal asks shareholders to approve an amendment to the Company’s 2018 equity incentive plan to increase the share reserve by 5,900,000 ordinary shares (and the corresponding increase in the pool available for incentive stock options). Management seeks this authorization to ensure sufficient share capacity to support approximately one to two years of equity grants at current market values, enabling the company to attract, retain and incentivize employees and directors across R&D, manufacturing and commercialization functions. The filing details governance safeguards in the amended plan: stricter share-counting (full-value awards count as 1.8 shares), prohibition on repricing without shareholder approval, minimum one‑year vesting (with limited 5% exception), anti‑liberal recycling, clawback/recoupment policies, and Administrator authority limits—measures intended to limit dilution and protect shareholders. The Board presents historical equity usage and burn rates, peer benchmarking, and retentive needs as context for the request. Shareholder approval is required under Nasdaq and Irish rules for the increased reserve; if not approved the company may lack equity capacity for forthcoming annual grants and hiring. The Board recommends FOR because it views the increase as prudent, time‑limited dilution to preserve competitive compensation and to align executives and employees with long‑term shareholder value creation, while retaining robust anti‑dilution and governance protections. The proposal will be voted as an ordinary resolution under Irish law requiring a majority of votes cast.

This management proposal requests renewal of the Board’s statutory authority under Irish law to allot and issue ordinary shares up to a limit (set at approximately 20% of issued share capital as of April 1, 2026) for 18 months. Because Irish public limited companies require shareholder authorization for allotments, the renewal is a routine but necessary corporate housekeeping item to preserve the Board’s ability to execute capital-raising, employee equity issuance and strategic transactions without repeatedly convening shareholder votes for each issuance. Management frames the 20% and 18-month parameters as customary, and notes existing safeguards including Nasdaq and SEC rules that still require shareholder approval for certain issuances and the Board’s fiduciary duties to act in shareholders’ interests. The proposal is presented as an ordinary resolution; failure to approve could constrain the company’s agility in financing or executing timely transactions and put it at a competitive disadvantage relative to non‑Irish peers. The Board recommends FOR because the authority is customary for Irish plc governance, is limited in duration and scope, and helps ensure the company can respond to market and strategic opportunities while preserving standard disclosure and shareholder protections.

This special-resolution proposal asks shareholders to renew the Board’s authority to disapply statutory pre-emption rights—i.e., to permit the company to issue shares for cash to new investors without first offering them pro rata to existing shareholders—up to a 20% cap for an 18‑month period and conditioned on approval of the general share issuance authority in Proposal 5. Under Irish law, pre-emption disapplication requires a supermajority (75%) and is commonly sought to provide the Board flexibility to complete financings, acquisitions or strategic transactions on commercially acceptable timelines and terms. Management seeks the authority to avoid procedural delays and pricing constraints that could impede competitive capital-raising or deal execution; however, shareholder approval is required to provide this flexibility while containing the company’s ability to dilute existing holders by imposing the 20% limit and time‑bound duration. Because the authorization is conditioned on Proposal 5’s approval, the Board intends the two measures to function together to preserve corporate agility. The Board recommends FOR, arguing the renewal is customary for Irish plc practice, that limitations and disclosure obligations mitigate potential dilution risks, and that refusal could hamper the company’s ability to transact efficiently in a fast-moving market environment.