Item 5.07. Submission of Matters to a Vote of Security Holders.
Each of the items listed below was submitted to a vote of shareholders at the 2020 Annual General Meeting on May 13, 2020 and is described in more detail in Mallinckrodt’s definitive proxy statement for the 2020 Annual General Meeting filed by the Company with the Securities and Exchange Commission on April 2, 2020, as supplemented on April 21, 2022 (together, the “Proxy Statement”). The final results for each of the matters submitted to a vote of shareholders are as follows:
Proposal 1. To elect nine directors to hold office until the Company’s next Annual General Meeting of Shareholders:
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Nominees
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For
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Against
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Abstain
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Broker
Non-Votes
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(a)
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J. Martin Carroll
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20,559,422
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3,257,082
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517,156
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36,699,384
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(b)
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Paul R. Carter
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20,990,676
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2,719,586
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623,398
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36,699,384
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(c)
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David Y. Norton
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19,672,677
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4,037,897
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623,086
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36,699,384
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(d)
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Carlos V. Paya, M.D.
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22,302,496
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1,510,801
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520,362
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36,699,384
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(e)
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JoAnn A. Reed
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22,128,397
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1,584,316
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620,948
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36,699,384
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(f)
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Angus C. Russell
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20,239,631
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3,659,477
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434,553
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36,699,384
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(g)
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Mark C. Trudeau
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19,736,948
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4,210,899
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385,813
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36,699,384
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(h)
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Anne C. Whitaker
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21,267,249
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2,564,760
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501,651
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36,699,384
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(i)
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Kneeland C. Youngblood, M.D.
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22,207,479
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1,602,365
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523,816
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36,699,384
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Each of the foregoing nominees was elected to hold office until the Company’s next Annual General Meeting of Shareholders.
Proposal 2. To approve in a non-binding vote, the re-appointment of Deloitte & Touche LLP as the independent auditors of the Company and to authorize, in a binding vote, the Audit Committee of the Board of Directors to set the auditors’ remuneration:
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For:
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Against:
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Abstain:
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Broker Non-Votes:
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57,388,362
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3,139,913
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504,770
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—
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Proposal 3. To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers described in the Proxy Statement:
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For:
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Against:
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Abstain:
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Broker Non-Votes:
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9,003,128
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14,940,928
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389,585
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36,699,384
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Proposal 4. To approve, on an advisory basis, the frequency of future advisory votes on executive compensation:
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1 Year:
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2 Years:
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3 Years:
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Abstain:
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Broker Non-Votes:
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22,844,487
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326,886
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715,998
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446,291
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36,699,384
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In light of the results of the advisory vote, our Board determined to continue holding an advisory vote on the compensation of the Company’s named executive officers annually.
Proposal 5. To approve the authority of the Board to issue shares:
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For:
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Against:
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Abstain:
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Broker Non-Votes:
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44,700,704
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10,116,419
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591,434
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—
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Proposal 6. To authorize the Company and/or any subsidiary of the Company to make market purchases or overseas market purchases of Company shares:
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For:
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Against:
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Abstain:
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Broker Non-Votes:
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52,865,844
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2,053,523
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489,192
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—
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Proposal 7. To approve, via special resolution, the change of name of the Company:
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For:
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Against:
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Abstain:
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Broker Non-Votes:
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58,167,920
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2,142,951
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722,172
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—
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Proposal 8. To approve, via special resolution, the waiver of pre-emption rights:
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For:
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Against:
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Abstain:
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Broker Non-Votes:
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50,068,002
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3,769,176
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1,571,381
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—
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Proposal 9. To authorize, via special resolution, the price range at which the Company can re-allot shares that it holds as treasury shares:
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For:
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Against:
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Abstain:
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Broker Non-Votes:
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49,090,545
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5,195,284
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1,122,727
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—
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Proposal 10. To elect David R. Carlucci as a director to hold office until the Company’s next Annual General Meeting of Shareholders:
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For:
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Against:
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Abstain:
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Broker Non-Votes:
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17,401,449
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1,787,580
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392,022
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36,699,384
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