Jazz Pharmaceuticals (NASDAQ: JAZZ) posts full 2026 AGM voting results

Rhea-AI Filing Summary

Jazz Pharmaceuticals plc held its 2026 annual general meeting in Dublin, where shareholders voted on six proposals. Holders of 57,836,785 of 62,817,628 ordinary shares entitled to vote were present in person or by proxy.

Shareholders elected three directors to serve until the 2029 annual meeting, approved KPMG, Dublin as independent auditors and authorized the audit committee to set their remuneration, and gave non-binding approval of named executive officer compensation. They also approved board authority under Irish law to allot ordinary shares, including to issue shares for cash without first offering them to existing shareholders under statutory pre-emption rights. The contingent adjournment proposal was not put to a vote.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares present: 57,836,785 ordinary shares Shares entitled to vote: 62,817,628 ordinary shares Votes for Cozadd: 51,881,319 votes +4 more

7 metrics

Shares present 57,836,785 ordinary shares Present in person or by proxy at the 2026 annual general meeting

Shares entitled to vote 62,817,628 ordinary shares Ordinary shares entitled to vote at the 2026 annual general meeting

Votes for Cozadd 51,881,319 votes Votes cast For director nominee Bruce C. Cozadd

Votes for auditor ratification 56,675,189 votes Votes For ratifying KPMG, Dublin as independent auditors for 2026

Votes for say-on-pay 50,608,405 votes Votes For non-binding advisory approval of named executive officer compensation

Votes for share allotment authority 56,427,298 votes Votes For granting the board authority to allot and issue ordinary shares (Proposal 4)

Votes for cash issuance without pre-emption 55,827,950 votes Votes For authority to issue shares for cash without statutory pre-emption rights (Proposal 5)

Key Terms

Broker Non-Votes, statutory pre-emption right, non-binding advisory basis, allot and issue ordinary shares

4 terms

Broker Non-Votes financial

"Director voting results included a column labeled "Broker Non-Votes""

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

statutory pre-emption right regulatory

"Issuing ordinary shares for cash without the statutory pre-emption right applying"

non-binding advisory basis regulatory

"Ratification of auditors and executive compensation were on a non-binding advisory basis"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

allot and issue ordinary shares financial

"Shareholders granted the board authority to allot and issue ordinary shares"

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Available on EDGAR 07/24/2026 - 06:16 AM Accepted by SEC EDGAR 07/24/2026 - 06:16 AM Learn about SEC filing dates

FAQ

What did Jazz Pharmaceuticals (JAZZ) shareholders vote on at the 2026 annual meeting?

Shareholders voted on six proposals, including electing three directors, ratifying KPMG, Dublin as 2026 auditors, approving executive compensation on a non-binding basis, granting the board authority to allot ordinary shares, and allowing share issuances for cash without statutory pre-emption rights.

How many Jazz (JAZZ) shares were represented at the 2026 annual meeting?

Holders of 57,836,785 ordinary shares were present in person or by proxy, out of 62,817,628 ordinary shares entitled to vote. This reflects strong participation in the 2026 annual general meeting in Dublin.

Were Jazz Pharmaceuticals (JAZZ) director nominees re-elected at the 2026 AGM?

Yes. All three director nominees, including Bruce C. Cozadd, Heather Ann McSharry, and Rick E. Winningham, were elected to serve until the 2029 annual general meeting, each receiving substantially more votes “For” than “Against.”

Did Jazz Pharmaceuticals (JAZZ) shareholders approve the company’s 2026 auditor?

Yes. Shareholders approved, on a non-binding advisory basis, KPMG, Dublin as independent auditors for 2026, with 56,675,189 votes For, and authorized the board, through the audit committee, to determine the auditors’ remuneration.

Was Jazz Pharmaceuticals (JAZZ) executive compensation approved at the 2026 meeting?

Yes. On a non-binding advisory basis, shareholders approved the compensation of the named executive officers, with 50,608,405 votes For, 3,345,782 Against, and 45,600 Abstain, plus broker non-votes.

What share issuance authorities did Jazz (JAZZ) shareholders grant the board in 2026?

Shareholders approved authority under Irish law for the board to allot and issue ordinary shares, and separately to issue shares for cash without first offering them to existing shareholders pursuant to statutory pre-emption rights, both receiving strong majority support.

Was the adjournment proposal voted on at the Jazz (JAZZ) 2026 AGM?

No. Proposal 6, which would have approved any motion to adjourn the meeting to solicit additional proxies for Proposals 4 or 5, was not put to a vote because no motion to adjourn the annual meeting was made.

0001232524falseJazz Pharmaceuticals plc00012325242026-07-232026-07-23

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

July 23, 2026

Date of Report (Date of earliest event reported)

JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland

001-33500

98-1032470

(State or Other Jurisdiction of Incorporation)

(Commission File No.)

(IRS Employer Identification No.)

Fifth Floor, Waterloo Exchange,

Waterloo Road, Dublin 4, Ireland D04 E5W7

(Address of principal executive offices, including zip code)

011-353-1-634-7800

(Registrant's telephone number, including area code)

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
Ordinary shares, nominal value $0.0001 per share			JAZZ			The Nasdaq Stock Market LLC

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 5.07. Submission of Matters to a Vote of Security Holders.

Results of Matters Presented at the 2026 Annual General Meeting of Shareholders

On July 23, 2026, Jazz Pharmaceuticals plc (the “Company”) held its 2026 annual general meeting of shareholders (the “Annual Meeting”), at the Company’s corporate headquarters located at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland. At the Annual Meeting, the Company’s shareholders voted on six proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on June 8, 2026 (the “Proxy Statement”). The results of the matters presented at the Annual Meeting, based on the presence in person or by proxy of holders of 57,836,785 of the 62,817,628 ordinary shares entitled to vote, are described below.

Proposal 1

Proposal 1 was to elect by separate resolutions each of the three nominees for director named below to hold office until the Company’s 2029 annual general meeting of shareholders. Each of the three nominees for director was elected as follows:

Director Nominees						For						Against						Abstain						Broker Non-Votes
Bruce C. Cozadd						51,881,319						2,101,752						16,716						3,836,998
Heather Ann McSharry						46,088,894						7,806,697						104,196						3,836,998
Rick E Winningham						51,869,443						2,025,769						104,575						3,836,998

Proposal 2

Proposal 2 was to ratify, on a non-binding advisory basis, the appointment of KPMG, Dublin as the Company’s independent auditors for the fiscal year ending December 31, 2026 and to authorize, in a binding vote, the Company’s board of directors, acting through the audit committee, to determine the auditors’ remuneration. This proposal was approved as follows:

For						Against						Abstain						Broker Non-Votes
56,675,189						1,142,004						19,592						—

Proposal 3

Proposal 3 was to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. This proposal was approved as follows:

For						Against						Abstain						Broker Non-Votes
50,608,405						3,345,782						45,600						3,836,998

Proposal 4

Proposal 4 was to grant the Company’s board of directors authority under Irish law to allot and issue ordinary shares. This proposal was approved as follows:

For						Against						Abstain						Broker Non-Votes
56,427,298						1,274,823						134,664						—

Proposal 5

Proposal 5 was to grant the Company’s board of directors authority under Irish law to allot and issue ordinary shares for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply. This proposal was approved as follows:

For						Against						Abstain						Broker Non-Votes
55,827,950						1,873,047						135,788						—

Proposal 6

Proposal 6 was to approve any motion to adjourn the Annual Meeting, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve either Proposal 4 or Proposal 5. As no motion to adjourn the Annual Meeting was made, Proposal 6 was not put to a vote of the shareholders at the Annual Meeting.

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.

			JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY
			By:			/s/ Neena Patil
			Name:			Neena Patil
			Title:			Executive Vice President and Chief Legal Officer

Date: July 24, 2026

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