Royalty Pharma PLC

1. 1

   Election of Directors

   ManagementBoard: FOR

   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.

2. 2

   Non-Binding Advisory Vote on the Compensation of our Named Executive Officers

   ManagementBoard: FOR

   Approve on a non-binding advisory basis the compensation of the named executive officers as disclosed in the proxy statement.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

4. 4

   Receive our U.K. Annual Report and Accounts

   ManagementBoard: FOR

   Receive the Company's U.K. Annual Report and Accounts for the fiscal year ended December 31, 2025.

5. 5

   Non-Binding Advisory Vote to Approve the U.K. Directors’ Remuneration Report

   ManagementBoard: FOR

   Approve on a non-binding advisory basis the U.K. Directors’ Remuneration Report included in the U.K. Annual Report and Accounts.

6. 6

   Vote to Approve Re-Appointment of the U.K. Statutory Auditor

   ManagementBoard: FOR

   Approve the re-appointment of Ernst & Young as the Company's U.K. statutory auditor under the U.K. Companies Act.

7. 7

   Vote to Authorize the Board to Determine the Remuneration of the U.K. Statutory Auditor

   ManagementBoard: FOR

   Authorize the Board to determine the remuneration of Ernst & Young as the U.K. statutory auditor.

8. 8

   Vote to Approve the Terms of the Agreements and Counterparties pursuant to which We May Purchase our Class A Ordinary Shares

   ManagementBoard: FOR

   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.

   More detail

   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.

9. 9

   Vote to Authorize the Board to Allot Shares

   ManagementBoard: FOR

   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.

10. 10

    Vote to Authorize the Board to Allot Shares Without Rights of Pre-emption

    ManagementBoard: FOR

    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.

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When is the Royalty Pharma PLC 2026 annual meeting?

Royalty Pharma PLC (RPRX) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.

What is the record date for the Royalty Pharma PLC 2026 meeting?

The record date for the Royalty Pharma PLC 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Royalty Pharma PLC's 2026 meeting?

The board is presenting 9 director nominees at the Royalty Pharma PLC 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Royalty Pharma PLC 2026 meeting?

Shareholders will vote on 10 proposals at the Royalty Pharma PLC 2026 meeting, each tagged with who proposed it and the board's recommendation.