UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2020
 
AMNEAL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

					
Delaware	 	001-38485	 	32-0546926	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
400 Crossing Blvd
Bridgewater, NJ 08807
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (908) 947-3120
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Securities registered pursuant to Section 12(b) of the Act:
					
Title of each class	 	Trading
Symbol(s)	 	Name of each exchange
on which registered	
Class A Common Stock, par value $0.01 per share	 	AMRX	 	New York Stock Exchange	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	
On May 5, 2020, the stockholders of Amneal Pharmaceuticals, Inc. (the “Company”) approved an amendment to the Amneal Pharmaceuticals, Inc. 2018 Incentive Award Plan (the “Stock Plan”), which (1) authorizes an additional 14,000,000 shares of Class A common stock available for issuance under the Stock Plan, (2) extends the term of the Stock Plan until the tenth anniversary of the Board’s adoption of the amendment, (3) eliminates certain references to the Company’s predecessor, Atlas Holdings, Inc., and (4) adds an exclusion to the definition of a change in control. The material terms of the Stock Plan are summarized in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission on March 23, 2020 (the “2020 Proxy Statement”) under the heading “Proposal 3 Approval of Amendment to Amneal Pharmaceuticals, Inc. 2018 Incentive Award Plan.” The foregoing description of the Stock Plan is qualified in its entirety by reference to the actual terms of the Stock Plan, as amended, which are set forth in Appendix B to the 2020 Proxy Statement.

Item 5.07	Submission of Matters to a Vote of Security Holders.	
The Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on May 5, 2020. Each of the proposals was approved, and each of the director nominees was elected, by the vote of the stockholders at the Annual Meeting as follows:
Proposal 1: To elect the following director nominees to hold office until the 2021 Annual Meeting of Stockholders and until their respective successors are elected and qualified:
																	
	 	For	 	 	Against	 	 	Abstain	 	 	Broker Non-
Votes	 	
Emily Peterson Alva	 	 	233,597,039	 	 	 	3,228,309	 	 	 	311,437	 	 	 	24,010,946	 	
J. Kevin Buchi	 	 	203,329,012	 	 	 	33,637,440	 	 	 	170,333	 	 	 	24,010,946	 	
Jeff George	 	 	231,041,834	 	 	 	5,907,446	 	 	 	187,505	 	 	 	24,010,946	 	
John Kiely	 	 	236,295,200	 	 	 	657,323	 	 	 	184,262	 	 	 	24,010,946	 	
Paul Meister	 	 	218,667,471	 	 	 	17,419,680	 	 	 	1,049,634	 	 	 	24,010,946	 	
Ted Nark	 	 	223,306,105	 	 	 	13,648,942	 	 	 	181,738	 	 	 	24,010,946	 	
Chintu Patel	 	 	236,073,948	 	 	 	908,990	 	 	 	153,847	 	 	 	24,010,946	 	
Chirag Patel	 	 	235,389,046	 	 	 	1,593,006	 	 	 	154,733	 	 	 	24,010,946	 	
Gautam Patel	 	 	233,429,741	 	 	 	3,543,835	 	 	 	163,209	 	 	 	24,010,946	 	
Shlomo Yanai	 	 	236,430,945	 	 	 	551,213	 	 	 	154,627	 	 	 	24,010,946	 	

Proposal 2: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers:
							
For	 	Against	 	Abstain	 	Broker Non-
Votes	
235,922,083	 	955,388	 	259,314	 	24,010,946	
Proposal 3: To approve an amendment to the Stock Plan
							
For	 	Against	 	Abstain	 	Broker Non-
Votes	
223,080,633	 	13,837,642	 	218,510	 	24,010,946	
Proposal 4: To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020:
							
For	 	Against	 	Abstain	 	Broker Non-
Votes	
260,091,360	 	814,306	 	242,065	 	0	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
							
Date: May 8, 2020	 		 	AMNEAL PHARMACEUTICALS, INC.	
 	 	 	 	 	 	 	
	 		 	By:	 	/s/ Stephen J. Manzano	
	 		 	Name:	 	Stephen J. Manzano	
	 		 	Title:	 	Senior Vice President, General Counsel and Corporate Secretary