Jazz Pharmaceuticals PLC DEF 14A Filing

Ticker: JAZZ · Form: DEF 14A · Filed: Jun 14, 2024 · CIK: 1232524

Jazz Pharmaceuticals PLC DEF 14A Filing Summary
FieldDetail
CompanyJazz Pharmaceuticals PLC (JAZZ)
Form TypeDEF 14A
Filed DateJun 14, 2024
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a DEF 14A filing submitted by Jazz Pharmaceuticals PLC (ticker: JAZZ) to the SEC on Jun 14, 2024.

How long is this filing?

Jazz Pharmaceuticals PLC's DEF 14A filing is 15 pages with approximately 4,450 words. Estimated reading time is 18 minutes.

Where can I view the full DEF 14A filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 4,450 words · 18 min read · ~15 pages · Grade level 16.6 · Accepted 2024-06-14 16:11:13

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 34 EXECUTIVE OFFICERS 36

EXECUTIVE COMPENSATION 38

EXECUTIVE COMPENSATION 38 Compensation Discussion and Analysis 38 Summary of Compensation 67 Grants of Plan-Based Awards 69 Description of Compensation Arrangements 70 Outstanding Equity Awards at Fiscal Year-End 73 Option Exercises and Stock Vested 75 Potential Payments upon Termination or Change in Control 76 Pay Ratio Disclosure 81

(v) Pay versus Performance 81

Item 402(v) Pay versus Performance 81 Compensation Consultant Fees 84 Compensation Committee Report 85 DIRECTOR COMPENSATION 86 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 90 PROPOSAL 2 RATIFY, ON A NON-BINDING ADVISORY BASIS, THE APPOINTMENT OF KPMG AS THE INDEPENDENT AUDITORS FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2024 AND AUTHORIZE, IN A BINDING VOTE, OUR BOARD OF DIRECTORS, ACTING THROUGH OUR AUDIT COMMITTEE, TO DETERMINE KPMG'S REMUNERATION 92 Independent Registered Public Accounting Firm Fees and Services 92 Pre-Approval Policies and Procedures 93 Independence 93 Report of Audit Committee of our Board 94 PROPOSAL 3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION 95 PROPOSAL 4 NON-BINDING ADVISORY VOTE ON THE PREFERRED FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION 97 PROPOSAL 5 BOARD AUTHORITY TO ALLOT AND ISSUE ORDINARY SHARES FOR CASH WITHOUT FIRST OFFERING SHARES TO EXISTING SHAREHOLDERS 98 PROPOSAL 6 ADJOURNMENT PROPOSAL 100 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING 101 OTHER MATTERS 107 Presentation of Irish Statutory Financial Statements 107 Delinquent Section 16(a) Reports 107 Registered and Principal Executive Offices 107 Shareholder Proposals and Director Nominations for the 2025 Annual Meeting 107 Householding of Proxy Materials 108 Annual Report on Form 10-K 108 Special Note Regarding Forward-Looking Statements 108 General 109 Index of Frequently Requested Information Page Anti-Hedging/Pledging Policy 32 Auditor Fees 92 Auditor Tenure 92 Board Diversity 4 Board Leadership 22 Board Meeting Attendance 25 Clawback Policy 33 Code of Conduct 32 Compensation Consultant Fees 84 Corporate Governance Guidelines 22 Corporate Sustainability and Social Impact Pillar Highlights 7 Director Biographies 16 Director Commitments 24 Director Independence 23 Director Qualifications 14 Corporate Sustainability and Social Impact 6

(v) Pay versus Performance 81

Item 402(v) Pay versus Performance 81 Majority Voting for Directors 14 Pay Ratio Disclosure 81 Peer Group Companies 45 Performance-Based Equity Awards 48 Procedures for Shareholder Proposals and Director Nominations for the 2025 Annual Meeting 107 Related Party Transactions 90 Risk Oversight 30 Severance Benefits 49 Share Ownership Guidelines for Directors 87 Share Ownership Guidelines for Executives 33 Shareholder and Other Stakeholder Engagement 4 Shareholder Communications with our Board 33 PROXY OVERVIEW This overview highlights certain information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. For more complete information regarding our business and 2023 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023 that we filed with the Securities and Exchange Commission, or SEC, on February 28, 2024, which we refer to throughout this proxy statement as the 2023 Annual Report on Form 10-K. In this proxy statement, unless otherwise indicated or the context otherwise requires, all references to "Jazz Pharmaceuticals," "Jazz," "our company," "we," "us" and "our" refer to Jazz Pharmaceuticals plc and its consolidated subsidiaries, except when the context makes clear that the time period being referenced is prior to January 18, 2012, in which case such terms are references to Jazz Pharmaceuticals, Inc. and its consolidated subsidiaries. On January 18, 2012, the businesses of Jazz Pharmaceuticals, Inc. and Azur Pharma Public Limited Company, or Azur Pharma, were combined in a merger transaction, or the Azur Merger, in connection with which Azur Pharma was renamed Jazz Pharmaceuticals plc, and we became the parent company of and successor to Jazz Pharmaceuticals, Inc., with Jazz Pharmaceuticals, Inc. becoming our wholly owned subsidiary. Meeting and Voting Information Tim

: Demographic Background

Part II: Demographic Background African American or Black 0 1 0 0 White 4 8 0 0 LGBTQ+ 1 (1) Includes Peter Gray and Catherine A. Sohn, Pharm.D., who are not standing for re-election at the annual meeting. Shareholder and Other Stakeholder Engagement We value engaging with and obtaining feedback from our shareholders and view our shareholder engagement efforts as essential to our success. We continuously engage with our shareholders in many forms and forums from industry conferences, non-deal roadshows, to direct one-on-one meetings. We seek to act in the long-term interests of its shareholders and recognize the value in building long lasting and trusting relationships with them. Through these relationships, we have obtained valuable insight on their thoughts regarding a variety of topics, including our business and growth strategy, corporate governance practices, executive compensation matters, and various other environmental, social and governance, or ESG, matters. Shareholder feedback is reported to our board and its committees throughout the year. The following graphic describes our typical shareholder outreach and engagement cycle. Annual General Meeting Prior to Annual General Meeting Discuss business strategy and performance Seek feedback on any matters for shareholder consideration Publish Annual Report on Form 10-K and proxy statement, highlighting recent board and company activities After Annual General Meeting Discuss vote outcomes from annual general meeting in light of existing governance and executive compensation practices, as well as any feedback received from shareholders during proxy season Review corporate governance trends, recent regulatory developments, and our own policies and procedures Off-Season Engagement and Evaluation of Practices Solicit and consider shareholder feedback on our board governance and executive compensation practices to better understand investor viewpoints and inform discussions with our board Eval

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