Not independent
Tenure on this board
23.7 yrs
3 nominees · 6 ballot items.
Election of three directors; Ratification and remuneration authorization for KPMG as auditor; Non-binding advisory vote on executive compensation (say-on-pay); Approval to grant the board authority to allot and issue ordinary shares; Special resolution to allow board to allot and issue ordinary shares for cash without offering to existing shareholders (pre-emption opt-out) up to ~20% of issued share capital for 18 months; Adjournment proposal to solicit additional proxies if insufficient votes for Proposals 4 or 5.
Elect by separate resolutions each of three nominees (Bruce C. Cozadd, Heather Ann McSharry, Rick E Winningham) to hold office until the 2029 annual meeting.
Ratify, on a non-binding advisory basis, appointment of KPMG as independent auditors for fiscal year ending December 31, 2026 and authorize board (through Audit Committee) to determine KPMG’s remuneration (binding).
Proposal asks shareholders to ratify KPMG as independent auditors for 2026 (advisory) and to authorize the Board, through the Audit Committee, to set auditor remuneration (binding). Management seeks shareholder ratification as a governance best practice and to obtain shareholder input; Audit Committee annually reviews KPMG’s independence and performance and believes retention is in the company’s best interests. The proposal is routine, relating to auditor appointment and remuneration; the Board recommends a vote FOR citing continuity, audit committee review, and limited non-audit fees to support independence.
An annual, non-binding say-on-pay vote to approve compensation of named executive officers as disclosed in the proxy statement.
Approve renewal of the Board’s authority under Irish law to allot and issue ordinary shares up to the company’s authorized but unissued share capital for five years.
This management proposal requests that shareholders renew the board’s authority, under Irish law, to allot and issue ordinary shares up to the company’s currently authorized but unissued share capital for five years. Management argues this is necessary because Irish law requires explicit shareholder authority for share allotments, and without renewal the company would face operational and strategic constraints—particularly in pursuing acquisitions or capital-raising transactions where timing and competitiveness matter. The Board frames this as a renewal (not an increase) of authority on the same terms approved previously, emphasizes continued compliance with Nasdaq and SEC rules and Irish pre-emption rights, and highlights a track record of disciplined equity use (funding acquisitions mainly with cash and debt). The Board recommends a FOR vote, arguing that failure to renew would hamper agility in corporate development, and that shareholder protections remain through fiduciary duties, Nasdaq rules, and statutory pre-emption rights.
Special resolution to opt out of Irish statutory pre-emption rights for cash issuances up to ~20% of issued ordinary share capital, expiring 18 months from passing.
This management special resolution seeks shareholder approval to allow the board, for an 18-month period and limited to approximately 20% of issued ordinary share capital, to allot or issue shares for cash without first offering them pro rata to existing shareholders (i.e., to disapply statutory pre-emption rights). Management frames this as a narrowly tailored, time-limited tool to preserve competitiveness with US peers when pursuing strategic transactions or opportunistic capital raising. The proposal emphasizes that it does not increase authorized capital, remains subject to Nasdaq and SEC rules (including shareholder approvals required for large equity issuances), and is more limited than Irish law permits. The board recommends FOR, arguing the authority promotes agility in transactions and is consistent with prior shareholder approvals while retaining safeguards (fiduciary duties, Nasdaq rules, and limits on amount/duration).
Approve any motion to adjourn the AGM to another time/place to solicit additional proxies if insufficient votes to approve Proposals 4 or 5.
This management proposal asks shareholders to pre-approve the board’s ability to adjourn the AGM to allow further solicitation of proxies if there are insufficient votes to approve Proposals 4 or 5 at the time of the meeting. It is a procedural mechanism to permit additional outreach and is recommended FOR by the Board to ensure shareholders have an opportunity to consider proposals that may require further engagement; it is routine and aims to facilitate shareholder democracy by enabling time to solicit additional support rather than terminating consideration on the day.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.45% | 3,537,581 | $852M |
| 2 | FMR LLC | 5.41% | 3,512,762 | $846M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.68% | 3,036,213 | $732M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.20% | 2,729,650 | $658M |
| 5 | Capital World Investors | 4.16% | 2,697,610 | $650M |
| 6 | LSV ASSET MANAGEMENT | 3.50% | 2,275,145 | $548M |
| 7 | STATE STREET CORP | 3.08% | 1,999,816 | $482M |
| 8 | FRANKLIN RESOURCES INC | 3.07% | 1,992,925 | $480M |
| 9 | BlackRock, Inc. | 2.83% | 1,835,159 | $442M |
| 10 | FULLER THALER ASSET MANAGEMENT, INC. | 2.52% | 1,638,544 | $395M |
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