FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report of Foreign Private
Issuer
Pursuant to Rule 13a - 16
under
the Securities Exchange Act of
1934
For
the month of July, 2008
ICON
plc
(Registrant’s
name)
0-29714
(Commission
file number)
South
County Business Park, Leopardstown, Dublin 18, Ireland.
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Yes___X___
No_______
Indicate
by check mark whether the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes______
No___X___
Indicate
by check mark whether the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes______
No___X___
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes_______ No___X___
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):82 N/A
EXHIBIT
LIST
| Exhibit | Description | |
| 99.1 | Letter to Shareholders of ICON plc. |
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.
|
ICON
plc
|
|
| Date: July 8, 2008 |
/s/ Ciaran
Murray
|
|
Ciaran
Murray
|
|
|
Chief Financial
Officer
|
Exhibit
99.1
Letter to
Shareholders of ICON plc.
Dear
All
We are
disappointed to note that in its recently published voting recommendations
document Institutional Shareholder Services Inc (“ISS”) are recommending a no
vote on resolutions 6, 7 and 8 at the Company’s forthcoming AGM on July 21, 2008
in which the Board is looking for the authority to establish a new share option
plan to replenish the pool of shares available for awards to our employees and
directors. In addition, the Board is seeking to establish a modest
restricted share unit plan to provide greater flexibility in the Company’s
compensation programs.
In its
report ISS acknowledges that the Company has developed its share compensation
schemes in light of US best practise and that the Company’s incentive structure
is appropriate for the US. However, it notes that it is ISS policy to
analyse a company against the governance practises of its registered country and
not of its primary listing. Therefore ISS has evaluated the
Company’s proposed compensation schemes by reference to the Company’s
registration in Ireland and not to its primary listing on the US
NASDAQ.
In his
Chairman’s letter of June 16, 2008, John Climax outlined the reasons why he felt
it appropriate and in the best interests of the Company and shareholders to
introduce these share award plans. We again would like to take this
opportunity to strongly recommend that you vote in favour of resolutions 6, 7
and 8 for the following reasons:
|
|
·
|
As a
professional services, people-based company, the granting of share awards
to employees is an important component of the Company’s compensation
programs. Each year, for the past 10 years, we have granted
approximately 2% of our shares as options to a wide group of staff
throughout the Company. During that time we have enjoyed
significant growth and a staff turnover rate which we believe is below the
average in our industry. We need your approval of these
resolutions to ensure we can continue to incentivise our staff and enhance
retention through the use of share options and share based
compensation;
|
|
|
·
|
The
Company’s share award plans are open to all employees at manager level and
above. Option grants to non-executive directors have only been
53,000 in the period from 2003 to 2007. During those 5 years
3,612,319 options were granted in total, only 209,000 of which were
awarded to the Chairman, CEO or CFO. Therefore our plans are
clearly directed at giving as wide a group as possible an equity stake in
the Company;
|
|
|
·
|
ICON
plc is a company registered in Ireland but with its primary listing on the
US NASDAQ. Almost all trading in our shares occurs on the
NASDAQ exchange. We report in US GAAP and nearly half of our
employees and a large proportion of our customers are located in the
US. Our shareholder base is predominantly in the US and we have
always sought to operate to the highest standards of US corporate
governance. All our major competitors are US companies and in
similar circumstances ISS do not recommend against their option and stock
plans. We have analysed the potential dilution of the proposed
plans by reference to share plan cost and utilisation guidelines commonly
used by US institutional shareholder advisors. We believe that
the cost of the proposed share plans and the historical rate at which the
Company has granted options under its previous share option plans are
reasonable and acceptable, and are consistent with US market best
practices.
|
We
therefore ask for your vote in
favour of these resolutions (6, 7 and 8). While ISS has
recommended against, their recommendation is based on the fact of our
incorporation in Ireland which causes them to apply Irish and British
institutional investor guidelines, and does not recognise our de facto US focus and
shareholder base, and the fact that we operate and compete in a truly global
industry.
We
respectfully request your continued support. Further detail regarding
the specifics of these individual share compensation plans may be found in the
Chairman’s letter and appendices of June 16 which we have filed with the SEC on
EDGAR.
Regards
/s/ Peter
Gray
CEO ICON
plc