Full Press Release Details
Notice of Annual General Meeting
to be held on 23 July 2019
(the "Company" or "ICON")
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action to be taken, you should consult with your independent financial adviser who, if you are taking
advice in the Republic of Ireland, is authorised or exempted under the European Communities (Markets in Financial Instruments) Regulations 2017 or the Investment Intermediaries Act, 1995.
If you have sold or transferred your entire holding of ordinary shares in ICON, please pass this document, together with the attached proxy
form, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale was effected, for transmission to the purchaser or transferee as soon as possible.
To: All ICON Shareholders
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of ICON plc (the AGM)
will be held at 9.30am (Dublin time) on 23 July 2019 at ICON's global headquarters in South County Business Park, Leopardstown, Dublin 18, Ireland.
The purpose of this letter is to outline the background to and summarise the resolutions to be proposed at the AGM. Please refer to the
form of proxy for the AGM (which is separately enclosed) and the notes on pages 8 to 10 for details on how to vote your shares and return your form of proxy. Your attention is also drawn to the notice of the AGM on pages 5 to 7, which sets out the
matters to be considered at the AGM.
This AGM will mark the retirement of Mr. Declan McKeon and Professor Dermot Kelleher as directors of the Company. Mr. McKeon has served as a
non-executive director of ICON since April 2010 and served as acting chairman from April 2016 until March 2017 and as lead independent director from March 2017 to December 2018. Professor Kelleher has served as a non-executive director of ICON
since May 2008. On behalf of everyone at ICON and, in particular, my fellow Board members, I would like to thank Mr. McKeon and Professor Kelleher for their significant contribution to the ICON Board and we wish them all the best for the future.
Re-election of Directors (ordinary
resolutions 1.1 to 1.3)
In accordance with our Constitution (by-laws), one third of the Board who are subject to retirement by rotation shall retire from office and
may stand for re-election at the AGM. Accordingly, the following directors will stand for re-election:
Dr. John Climax and Professor William Hall are independent non-executive Directors (in accordance with NASDAQ rules). Dr. Steve Cutler,
ICON's Chief Executive Officer, is an executive officer.
Each of the Directors standing for re-election demonstrates the necessary commitment to the role and provides valuable skills, knowledge and
experience and makes important contributions to the working of the Board. Further information on the experience, qualifications and industry knowledge of the Directors is available from the Annual Report and/or Form 20-F at https://investor.iconplc.com/financials-filings/annual-reports and details of current committee composition is set out on our website at https://investor.iconplc.com/corporate-governance/committee-composition.
ICON's 2018 Accounts (ordinary resolution
This resolution is to review the Company's affairs and consider ICON's 2018 accounts which have been audited by KPMG, ICON's independent
ICON plc - Notice of Annual General Meeting 2019
Remuneration of Auditors (ordinary
This resolution authorises the Directors to fix the remuneration of the auditors.
Authority to issue shares up to 20% of
share capital (ordinary resolution 4)
This resolution authorises the Directors to issue shares until the earlier of the next Annual General Meeting of the Company or 22 January
2021 up to an aggregate of 20% of the share capital of the Company without further shareholder approval. This resolution is required under
Irish law as the Company is an Irish incorporated company. The 20% cap on this resolution aligns the resolution with the NASDAQ rules which provide that up to 20% of share capital can be issued without shareholder approval.
Authority to issue shares up to 5% of
share capital without offering to existing shareholders, with an additional 5% for funding capital investment or acquisitions (special resolution 5 and special resolution 6)
Resolution 5 authorises the Directors to issue shares for cash, subject to resolution 4, until the earlier of the next Annual General Meeting
of the Company or 22 January 2021 up to an aggregate of 5% of the share capital of the Company without having to offer the shares to existing shareholders on a pro rata basis. Resolution 6 authorises the Directors to issue an additional 5% of the
share capital for cash, again subject to Resolution 4, on a non pre-emptive basis provided that the proceeds of any such share issuance are to be used only for the purposes of financing (or refinancing, if the authority is to be used within six
months after the original transaction) an acquisition or other capital investment.
A resolution authorising the issuance of shares for cash without such offer round is a requirement of Irish law and there is no such
requirement under the NASDAQ rules. As above, this year the authorities under these resolutions expire on the earlier of the next Annual General Meeting of the Company or 22 January 2021.
The caps on resolutions 4, 5 and 6 are different but complementary and they give shareholders significant anti-dilution protection which is
far in excess of the protection that the shareholders of numerous NASDAQ companies would have. Every year since the Company was listed (apart from 2014 as resolutions with 5 year authority were passed in 2013), the Directors have put resolutions to
authorise the issue of shares and to disapply offer round to the shareholders and each such resolution has been passed.
Authority to buy back shares up to 10% of
share capital (special resolution 7)
This resolution authorises the Company to purchase in the market (buy-back) up to 10% of the outstanding shares in the Company. It is
important both for the Company and shareholders that the Company has this flexibility to implement a buy-back (without having to seek further shareholder approval) if the market conditions favour a buy-back. It should also be noted that the NASDAQ
rules do not require shareholder approval to do a share buy-back and this resolution is required as the Company is an Irish incorporated company and Irish law requires shareholders to pass such a resolution to give Directors the authority to put a
buy-back in place. The authority under this resolution expires on the earlier of the next Annual General Meeting and 22 January 2021.
Authority to reissue shares held as
treasury shares (special resolution 8)
This resolution authorises the price range at which the Company can reissue shares that it holds as treasury shares. Any share buyback activity by the Company will result in ordinary shares either being cancelled or reissued as treasury shares. We may reissue treasury shares that we
acquire through our proposed share buyback activities including in connection with our executive compensation programme, our restricted share unit programmes and our other compensation programmes. As a result of using this authority in this way,
ICON would avoid the need to issue new shares (and the resulting shareholder dilution) when vesting of equity awards triggers the requirement to issue shares under these programmes.
ICON plc - Notice of Annual General Meeting 2019
Under Irish company law, our shareholders must authorise the price range at which we may reissue any shares held in treasury. In this
proposal, that price range is expressed as a minimum and maximum percentage of the prevailing market price (as defined below). Under Irish law, this authorisation expires after eighteen months unless renewed; accordingly, we are renewing the
authorisation approved at the 2018 Annual General Meeting and we expect to propose renewal of this authorisation at subsequent annual general meetings.
The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may be
reissued are 95% and 120%, respectively, of the average closing price per ordinary share of the Company, as reported by NASDAQ, for the thirty (30) trading days immediately preceding the proposed date of reissuance. Any reissuance of treasury
shares will be at price levels that the Board considers in the best interests of our shareholders.
There is no resolution dealing with executive compensation as ICON, being a foreign private issuer, is not obliged to provide a "say on pay"
shareholder resolution on executive compensation. Details of ICON's executive officers compensation for 2018 are available in the Annual Report and Form 20-F for 2018 which are available at https://investor.iconplc.com/financials-filings/annual-reports.
Approval of Resolutions
Resolutions 1.1 to 1.3, 2, 3 and 4 are ordinary resolutions which require approval of a simple majority of the votes cast in person or by
proxy and resolutions 5 to 8 are special resolutions which require approval of 75% of the votes cast in person or by proxy.
Recommendation of Directors
Your Board believes that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders.
Accordingly, your directors unanimously recommend that you vote in favour of all resolutions as they intend to do in respect of the shares held by them. On 6 June 2019, the directors held 728,119 Ordinary Shares representing approximately 1.3% of
the issued ordinary share capital of the Company.
ICON plc - Notice of Annual General Meeting 2019
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the
Annual General Meeting of the Company will be held at ICON plc Headquarters, South County Business Park, Leopardstown, Dublin 18, Ireland on 23 July 2019 at 9.30a.m.
To consider and, if thought fit, pass the following ordinary resolutions:
To consider and, if thought fit, pass the following ordinary resolution:
To consider and, if thought fit, pass the following special resolutions:
ICON plc - Notice of Annual General Meeting 2019
The authority conferred by this resolution shall expire on the earlier of the date of the next
Annual General Meeting of the Company or 22 January 2021, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of the authority conferred by this resolution, which would or might
require any such securities to be allotted after the authority conferred by this resolution has expired and, in that case, the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby
The authority hereby conferred shall expire on the earlier of the date of the next Annual General Meeting of the
Company or 22 January 2021 or (if earlier) unless previously varied, revoked or renewed in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company or any subsidiary may before such expiry make a contract for the
purchase of shares which would or might be wholly or partly executed after such expiry and may make a purchase of shares pursuant to any such contract as if the authority hereby conferred had not expired."
ICON plc - Notice of Annual General Meeting 2019
The authority hereby conferred to reissue treasury shares shall expire eighteen months from the date of the passing of
this resolution unless previously varied or renewed in accordance with the provisions of Section 1078 of the Companies Act 2014."
By the Order of the Board.
Company Secretary 10 June, 2019
South County Business Park,
ICON plc - Notice of Annual General Meeting 2019
Information and Documentation
1. Information and Documentation
Information regarding
the Annual General Meeting is available on the Company's website www.iconplc.com and from www.proxyvote.com. If you
require a paper copy of the Form 20-F or Annual Report please contact Investor Relations at 1-888-381-7923 or corporate.governance@iconplc.com.