{"url_path":"/sec/cik-0001012477/8-k/2026-01-12/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-01-12","source_url":"https://www.sec.gov/Archives/edgar/data/1012477/0001104659-26-002870-index.html","accession_number":"0001104659-26-002870","cik":"0001012477","ticker":null,"issuer_name":"AVADEL PHARMACEUTICALS PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1012477/0001104659-26-002870-index.html","primary_entity_key":"0001012477","primary_entity_name":"AVADEL PHARMACEUTICALS PLC"},"word_count":401,"has_tables":true,"body_markdown":"**Item 5.07**\n**Submission of Matters to a Vote of Security Holders.**\n\n \n\nOn January 12, 2026, Avadel Pharmaceuticals plc, a public limited\ncompany incorporated under the laws of Ireland (“Avadel”), held two special shareholder meetings in relation to the previously\nannounced acquisition (the “Acquisition”) of its entire issued and to be issued ordinary share capital, by Alkermes plc (“Alkermes”),\nin a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the “Scheme”). The first meeting\nwas a special Irish High Court-ordered meeting (the “Scheme Meeting”) and the second meeting was an extraordinary general\nmeeting of shareholders (the “EGM”). The Scheme Meeting and the EGM are referred to collectively as the “special meetings.”\nThe final voting results for each of the proposals submitted to a vote of shareholders of Avadel at the special meetings are as follows:\n\n \n\n**Scheme Meeting**\n\n \n\nProposal 1: To approve the Scheme.\n\n \n\nAvadel shareholders approved the proposal with the following voting\nresults:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n\n61,861,352\n \n1,646,857\n \n 160,443\n\n \n\nIn addition, of the 21 shareholders of\nrecord voting on the proposal, 20 shareholders, or 95.24%, voted in favor of the proposal and one shareholder, or 4.76%, voted\nagainst the proposal*.*Accordingly, the votes cast for the proposal represent a majority in number of the shareholders of\nrecord present and voting, either in person or by proxy, and at least 75% of the value of the shares voted at the meeting, either in\nperson or by proxy.\n\n \n\n**EGM**\n\n \n\nProposal 1: To approve the Scheme and authorize the directors\nof Avadel to take all such actions as they consider necessary or appropriate for carrying the Scheme into effect.\n\n \n\nAvadel shareholders approved the proposal with the following voting\nresults:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n\n62,444,065\n \n2,247,706\n \n 167,662\n\n \n\nProposal 2: To amend the Articles of Association of Avadel so\nthat any ordinary shares of Avadel that are issued on or after the voting record time to persons other than Alkermes or its nominee(s) will\neither be subject to the Scheme or will be immediately and automatically acquired by Alkermes and/or its nominee(s) for the scheme\nconsideration.\n\n \n\nAvadel shareholders approved the proposal with the following voting\nresults:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n\n61,808,690\n \n2,673,461\n \n377,282\n\n \n\nProposal 3: To approve, on a non-binding, advisory basis, specified\ncompensatory arrangements between Avadel and its named executive officers relating to the Acquisition.\n\n \n\nAvadel shareholders approved the proposal with the following voting\nresults:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n\n55,489,041\n \n8,757,025\n \n 613,367"}