SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

Correspondence 0000905148-23-000456 from Alkermes plc. (ALKS) (CIK 0001520262) (ALKS)

Alkermes plc. (ALKS) (CIK 0001520262)
Date: May 19, 2023 · CIK: 0001520262 · Accession: 0000905148-23-000456

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Referenced dates: May 16, 2023

Date
May 19, 2023
Author
Not clearly detected
Form
CORRESP
Company
Alkermes plc. (ALKS) (CIK 0001520262)

Letter

SIDLEY AUSTIN LLP

787 SEVENTH AVENUE

NEW YORK, NY 10019

+1 212 839 5300

+1 212 839 5599 FAX

AMERICA • ASIA PACIFIC • EUROPE

May 19, 2023

Via EDGAR, Email and FedEx

Christina Chalk

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Re:

PREC14A preliminary proxy statement filing made on Schedule 14A

Filed on May 8, 2023 by Alkermes plc

File No. 1-35299

Ladies and Gentlemen:

On behalf of our client, Alkermes plc (the “Company,” “we” or “our”), set forth below are responses to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 16, 2023, with respect to the Preliminary Proxy Statement on Schedule 14A filed by the Company with the Commission on May 8, 2023, File No. 1-35299 (the “Preliminary Proxy Statement”).

Concurrently with the submission of this letter, we have publicly filed a revised Preliminary Proxy Statement on Schedule 14A.

For your convenience, each response is prefaced by the text of the Staff’s comment in bold, italicized text. All references to page numbers and captions in our responses correspond to the Preliminary Proxy Statement unless otherwise specified. Capitalized terms used in this response letter, but not defined herein, have the meanings given to them in the Preliminary Proxy Statement.

General Information about the Meeting and Voting

1.

At the bottom of page 17, you disclose that if a proxy card is returned that specifies a vote on some but not all matters presented on the card, the proxy will be voted on the matters left blank in the manner recommended by the board and specified in the registrant's proxy statement. However, the form of proxy addresses only how you will vote a signed but completely unmarked card. Please revise or advise.

Response: The Company has revised accordingly.

United States Securities and Exchange Commission

Division of Corporation Finance

May 19, 2023

Page 2

Proposal 1 – Election of Directors

2.

Rule 14a-4(b)(i) requires you to include a “WITHHOLD” option where the voting standard for election of directors is a plurality and where an “AGAINST” vote has no legal effect. Here, you have included an “AGAINST” voting option despite the fact that your disclosure indicates it will have no legal effect. We note that Irish law requires such an option but U.S. rules prohibit it. See Rule 14a-4(b). Please revise or advise.

Response: The Company has revised its proxy materials to reflect only the following voting options for the election of directors: “FOR” and “WITHHOLD”.

3.

See our last comment above. Rule 14a-4(b)(i) requires you to include a “WITHHOLD” option in an election contest with a plurality voting option. You have included an “ABSTAIN” option instead. Please revise or advise.

Response: Please see response to Comment #2, above.

4.

Here or where appropriate in the proxy statement, include a statement directing shareholders to Sarissa’s proxy statement for the information required by Item 7 of Schedule 14A with respect to its nominees. This statement should note that shareholders can access Sarissa’s proxy statement, and any other relevant documents, without cost on the Commission’s website.

Response: The Company has revised accordingly.

5.

Disclose what you will do with votes for Sarissa’s nominees received on your proxy card if Sarissa discontinues its solicitation or fails to solicit the holders of at least 67% of the voting power of these common shares. See Item 21I of Regulation 14A.

Response: The Company has addressed this scenario in response to the question “What happens if Sarissa withdraws or abandons its solicitation or fails to comply with the universal proxy rules and I already granted proxy authority in favor of Sarissa?” in the “General Information about the Meeting and Voting” section on page 16 of the Preliminary Proxy Statement.

Form of Proxy

6.

We note that your proxy card provides for the ability to vote by telephone. It is our understanding that certain voting platforms do not permit telephonic voting for contests involving a universal proxy card. Please revise or advise. Should you delete the references to voting by telephone on the proxy card, please make corresponding changes to the disclosure in the proxy statement itself, such as on page 4 and elsewhere.

Response: The proxy card included in the Preliminary Proxy Statement provides shareholders who hold shares in record name the ability to vote such shares by telephone through a voting platform that permits telephonic voting for contests involving a universal proxy card. As in any other contested situation, a company has no control over how a broker facilitates voting for beneficial owners who hold shares indirectly through such broker. The Company has revised its Preliminary Proxy Statement on pages 1 (“A Letter from our Board of Directors”), 3 (“Proxy Summary”) and 19 and 23 (“General Information about the Meeting and Voting”) to provide further clarification.

* * * * *

Please direct any questions that you may have with respect to the foregoing or any requests for supplemental information by the Staff to Derek Zaba at (650) 565-7131 or Kai Haakon E. Liekefett at (212) 839-8744.

Very truly yours,
SIDLEY AUSTIN LLP

Show Raw Text
CORRESP
1
filename1.htm

              SIDLEY AUSTIN LLP

              787 SEVENTH AVENUE

              NEW YORK, NY 10019

              +1 212 839 5300

              +1 212 839 5599 FAX

              AMERICA • ASIA PACIFIC • EUROPE

      May 19, 2023

      Via EDGAR, Email and FedEx

      Christina Chalk

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549-3561

            Re:

              PREC14A preliminary proxy statement filing made on Schedule 14A

      Filed on May 8, 2023 by Alkermes plc

      File No. 1-35299

      Ladies and Gentlemen:

      On behalf of our client, Alkermes plc (the “Company,” “we” or “our”), set forth below are responses to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
        Commission (the “Commission”) by letter dated May 16, 2023, with respect to the Preliminary Proxy Statement on Schedule 14A filed by the Company with the Commission on May 8, 2023, File
        No. 1-35299 (the “Preliminary Proxy Statement”).

      Concurrently with the submission of this letter, we have publicly filed a revised Preliminary Proxy Statement on Schedule 14A.

      For your convenience, each response is prefaced by the text of the Staff’s comment in bold, italicized text. All references to page numbers and captions in our responses correspond to the Preliminary Proxy Statement
        unless otherwise specified. Capitalized terms used in this response letter, but not defined herein, have the meanings given to them in the Preliminary Proxy Statement.

      General Information about the Meeting and Voting

            1.

              At the bottom of page 17, you disclose that if a proxy card is returned that specifies a vote on some but not all matters presented on the card, the proxy will be voted on the matters left
                blank in the manner recommended by the board and specified in the registrant's proxy statement. However, the form of proxy addresses only how you will vote a signed but completely unmarked card. Please revise or advise.

      Response: The Company has revised accordingly.

          United States Securities and Exchange Commission

          Division of Corporation Finance

          May 19, 2023

            Page 2

       Proposal 1 – Election of Directors

                2.

                Rule 14a-4(b)(i) requires you to include a “WITHHOLD” option where the voting standard for election of directors is a plurality and where an “AGAINST” vote has no legal effect. Here,
                    you have included an “AGAINST” voting option despite the fact that your disclosure indicates it will have no legal effect. We note that Irish law requires such an option but U.S. rules prohibit it. See Rule 14a-4(b). Please revise or
                    advise.

      Response: The Company has revised its proxy materials to reflect only the following voting options for the election of directors: “FOR” and “WITHHOLD”.

                3.

                See our last comment above. Rule 14a-4(b)(i) requires you to include a “WITHHOLD” option in an election contest with a plurality voting option. You have included an “ABSTAIN” option
                  instead. Please revise or advise.

      Response: Please see response to Comment #2, above.

                4.

                Here or where appropriate in the proxy statement, include a statement directing shareholders to Sarissa’s proxy statement for the information required by Item 7 of Schedule 14A with
                    respect to its nominees. This statement should note that shareholders can access Sarissa’s proxy statement, and any other relevant documents, without cost on the Commission’s website.

      Response: The Company has revised accordingly.

                5.

                Disclose what you will do with votes for Sarissa’s nominees received on your proxy card if Sarissa discontinues its solicitation or fails to solicit the holders of at least
                    67% of the voting power of these common shares. See Item 21I of Regulation 14A.

      Response: The Company has addressed this scenario in response to the question “What happens if Sarissa withdraws or abandons its solicitation or fails to comply with the universal proxy
        rules and I already granted proxy authority in favor of Sarissa?” in the “General Information about the Meeting and Voting” section on page 16 of the Preliminary Proxy Statement.

      Form of Proxy

                6.

                We note that your proxy card provides for the ability to vote by telephone. It is our understanding that certain voting platforms do not permit telephonic voting for
                  contests involving a universal proxy card. Please revise or advise. Should you delete the references to voting by telephone on the proxy card, please make corresponding changes to the disclosure in the proxy statement itself, such as on
                  page 4 and elsewhere.

      Response: The proxy card included in the Preliminary Proxy Statement provides shareholders who hold shares in record name the ability to vote such shares by telephone through a voting
        platform that permits telephonic voting for contests involving a universal proxy card. As in any other contested situation, a company has no control over how a broker facilitates voting for beneficial owners who hold shares indirectly through such
        broker. The Company has revised its Preliminary Proxy Statement on pages 1 (“A Letter from our Board of Directors”), 3 (“Proxy Summary”) and 19 and 23 (“General Information about the Meeting and Voting”) to provide further clarification.

      * * * * *

      Please direct any questions that you may have with respect to the foregoing or any requests for supplemental information by the Staff to Derek Zaba at (650) 565-7131 or Kai Haakon E. Liekefett at
        (212) 839-8744.

              Very truly yours,

              SIDLEY AUSTIN LLP

              By:

              /s/ Derek Zaba

              Name:

              Derek Zaba

            cc:

              David Gaffin

      Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary

        Alkermes plc