Not independent
Tenure on this board
30.4 yrs
Also a director at
Prokidney Corp (PROK)
9 nominees · 10 ballot items.
Election of nine directors; advisory approval of named executive officer compensation; ratification of Ernst & Young LLP as independent registered public accounting firm; receive U.K. Annual Report and Accounts; advisory approval of U.K. Directors’ Remuneration Report; re-appointment and remuneration authorization for U.K. statutory auditor; approve terms and counterparties for off-market Class A share repurchases; authorize Board to allot shares; authorize Board to allot shares without pre-emption rights.
Elect nine director nominees (Pablo Legorreta, Bonnie Bassler, Vlad Coric, Catherine Engelbert, Carole Ho, David Hodgson, Ted Love, Gregory Norden, Elizabeth Weatherman) each by separate ordinary resolution.
Approve on a non-binding advisory basis the compensation of the named executive officers as disclosed in the proxy statement.
Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Receive the Company's U.K. Annual Report and Accounts for the fiscal year ended December 31, 2025.
Approve on a non-binding advisory basis the U.K. Directors’ Remuneration Report included in the U.K. Annual Report and Accounts.
Approve the re-appointment of Ernst & Young as the Company's U.K. statutory auditor under the U.K. Companies Act.
Authorize the Board to determine the remuneration of Ernst & Young as the U.K. statutory auditor.
Approve the forms of share repurchase contracts and list of approved counterparties that would allow the Company to repurchase its Class A ordinary shares off-market.
This management proposal seeks shareholder approval for the standardized forms of "Repurchase Contracts" and a list of "Approved Counterparties" that would permit Royalty Pharma, a company incorporated in England and Wales but listed on Nasdaq, to repurchase its Class A ordinary shares off-market — i.e., by contractual arrangements rather than purchases on a "recognized investment exchange" under U.K. law. The approval is a legal prerequisite under the U.K. Companies Act because Nasdaq is not a recognized investment exchange in the U.K. The resolution delegates discretion to the Board to negotiate and enter into repurchase contracts with approved brokers or counterparties, subject to Board-determined limits, commissions and timing, and with an authorization that would last up to five years. This grants the Board tactical flexibility to implement share repurchase programs (open-market, private negotiated purchases, tender offers, or 10b5-1/10b-18 compliant arrangements) without further shareholder meetings. The Board recommends a "FOR" vote, arguing that the authority helps optimize capital allocation, supports return of capital strategies, and provides execution flexibility while remaining subject to legal and internal controls; shareholders retain the ability to vote on the overarching terms by not approving the resolution. Potential governance considerations for investors include the breadth of counterparties approved (a long list including global banks and broker-dealers), commission/fee structures and performance-based fees paid to counterparties, lack of a specific cap on repurchase volumes or dollar amounts in the shareholder resolution (the Board will set specific programs later), and the five-year duration of the authority which is longer than the one-year repurchase authorization used by some U.S. companies. Investors concerned about oversight may focus on seeking post-hoc disclosures of repurchase program parameters and maintaining engagement with the Board on capital allocation decisions.
Authorize the Board, under U.K. Companies Act section 551, to allot shares or grant rights to subscribe for or convert securities into shares up to an aggregate nominal amount of $8,914 (approx. 20% of issued share capital), expiring at the next annual meeting or 15 months.
Special resolution to empower the Board to allot equity securities for cash or sell treasury shares for cash as if statutory pre-emption rights under section 561 did not apply, expiring at the next annual meeting or 15 months; requires 75% majority.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 6.40% | 36,869,988 | $1.8B |
| 2 | Capital International Investors | 6.08% | 35,005,736 | $1.7B |
| 3 | FMR LLC | 2.42% | 13,950,210 | $669M |
| 4 | Swedbank AB | 2.01% | 11,586,693 | $556M |
| 5 | STATE STREET CORP | 1.91% | 10,989,851 | $527M |
| 6 | BlackRock, Inc. | 1.64% | 9,452,919 | $453M |
| 7 | BAILLIE GIFFORD CO | 1.42% | 8,166,853 | $392M |
| 8 | BlackRock, Inc. | 1.40% | 8,070,135 | $387M |
| 9 | Capital World Investors | 1.40% | 8,036,714 | $386M |
| 10 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 1.30% | 7,480,633 | $359M |
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