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 2024
ICON plc
(Translation of registrant's name into English)
333-08704
(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. | ||||||||
Form 20-F __X___ | Form 40-F ______ | |||||||
| 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___ | |||||||
EXHIBIT LIST
| Exhibit | Description | ||||||||||
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 thereunto duly authorized.
| ICON plc | ||||||||
| /s/ Brendan Brennan | ||||||||
| Date: July 24, 2024 | Brendan Brennan Chief Financial Officer | |||||||
Exhibit 99.1
ICON announces results of Annual General Meeting and changes to the Board of Directors
Dublin, Ireland, July 24, 2024 – ICON plc (NASDAQ: ICLR), a world-leading healthcare intelligence and clinical research organization, today announced that all resolutions at the Annual General Meeting of the company (AGM) held on July 23, 2024 were duly passed by shareholders. ICON also confirmed that following the conclusion of the company's AGM, Joan Garahy retired as a non-executive director and announced that Anne Whitaker was appointed as a non-executive director.
Results of AGM
All resolutions, which had all been recommended by the Board, were duly passed by shareholders. These resolutions were set out in the Notice of the AGM sent to shareholders dated June 10, 2024 and are available on the ICON plc website.
Forms of Proxy were received by ICON plc before the meeting, appointing proxies and giving them the following voting instructions:
| RESOLUTION NUMBER | RESOLUTION | TOTAL NUMBER OF VOTES | VOTE FOR | VOTE AGAINST | VOTE WITHHELD | ||||||||||||
| 1.1 | To re-elect Mr. Ciaran Murray | 74,830,625 | 73,506,766 | 1,308,834 | 15,025 | ||||||||||||
| 1.2 | To re-elect Dr. Steve Cutler | 74,830,625 | 74,129,199 | 686,533 | 14,893 | ||||||||||||
| 1.3 | To re-elect Mr. Rónán Murphy | 74,830,625 | 73,897,502 | 917,979 | 15,144 | ||||||||||||
| 1.4 | To re-elect Dr. John Climax | 74,830,625 | 73,829,768 | 985,950 | 14,907 | ||||||||||||
| 1.5 | To re-elect Ms. Julie O’Neill | 74,830,625 | 73,688,026 | 1,127,416 | 15,183 | ||||||||||||
| 1.6 | To re-elect Mr. Eugene McCague | 74,830,625 | 69,968,433 | 3,715,604 | 1,146,588 | ||||||||||||
| 1.7 | To re-elect Dr. Linda Grais | 74,830,625 | 74,242,529 | 573,982 | 14,114 | ||||||||||||
| 2 | To review the company’s affairs and consider the accounts and reports | 74,830,625 | 74,552,361 | 74,298 | 203,966 | ||||||||||||
| 3 | To authorize the fixing of the auditors’ remuneration | 74,830,625 | 71,307,735 | 3,507,660 | 15,230 | ||||||||||||
| 4** | To authorize the company to allot shares | 74,830,625 | 73,485,798 | 1,328,716 | 16,111 | ||||||||||||
| 5** | To disapply the statutory pre-emption rights | 74,830,625 | 74,520,746 | 281,266 | 28,613 | ||||||||||||
| 6** | To disapply the statutory pre-emption rights for funding capital investment or acquisitions | 74,830,625 | 73,507,644 | 1,294,211 | 28,770 | ||||||||||||
| 7** | To authorize the company to make market purchases of shares | 74,830,625 | 74,472,821 | 167,358 | 190,446 | ||||||||||||
| 8** | To authorize the price range at which the company can reissue shares that it holds as treasury shares | 74,830,625 | 74,545,941 | 262,022 | 22,662 | ||||||||||||
** Special Resolution. All resolutions are ordinary resolutions unless otherwise stated.
Director changes
As previously announced in the ICON AGM Proxy Documentation dated June 10, 2024, Ms. Joan Garahy decided not to stand for re-election and she retired from the Board at the conclusion of the AGM.
Ms. Anne Whitaker was appointed to the Board following the AGM on July 23, 2024. “I am delighted to welcome Anne to the ICON Board," commented Mr. Ciaran Murray, ICON’s Chair. “Her extensive global pharmaceutical industry experience will be a valuable addition to the ICON Board.”
Ms. Whitaker is an experienced healthcare executive, advisor and director. She currently serves as managing partner of Anne Whitaker Group, LLC, a board and private equity advisory firm, CEO and Chair of the Board of Aerami Therapeutics, and as an operating partner of NewVale Capital, a private equity firm. Ms. Whitaker was previously CEO and director of Novoclem Therapeutics. Earlier in her career, Ms. Whitaker held senior executive leadership positions at Bausch Health, Sanofi, GlaxoSmithKline, and multiple CEO roles for private and public development-stage companies.
Ms. Whitaker serves as the Chair of QurAlis and as a non-executive director of Nykode Therapeutics, Trinity Life Sciences, Byrn Pharma and Bespak. She is a member of the Board of Trustees of the University of North Alabama. She previously served on the boards of Curio Digital Therapeutics, Ergomed plc, UDG Healthcare, Cree, Mallinckrodt, KNOW Bio, Novoclem Therapeutics, Vectura Group and Synta Pharmaceuticals. She holds a BSc in Chemistry and Business from the University of North Alabama.
About ICON plc
ICON plc is a world-leading healthcare intelligence and clinical research organization. From molecule to medicine, we advance clinical research providing outsourced services to pharmaceutical, biotechnology, medical device and government and public health organizations. We develop new innovations, drive emerging therapies forward and improve patient lives. With headquarters in Dublin, Ireland, ICON employed approximately 41,100 employees in 97 locations in 55 countries as at June 30, 2024. For further information about ICON, visit: www.iconplc.com.
This press release contains forward-looking statements, including statements about our financial guidance. These statements are based on management's current expectations and information currently available, including current economic and industry conditions. These statements are not guarantees of future performance or actual results, and actual results, developments and business decisions may differ from those stated in this press release. The forward-looking statements are subject to future events, risks, uncertainties and other factors that could cause actual results to differ materially from those projected in the statements, including, but not limited to, the ability to enter into new contracts, maintain client relationships, manage the opening of new offices and offering of new services, the integration of new business mergers and acquisitions, as well as other economic and global market conditions and other risks and uncertainties detailed from time to time in SEC reports filed by ICON, all of which are difficult to predict and some of which are beyond our control. For these reasons, you should not place undue reliance on these forward-looking statements when making investment decisions. The word "expected" and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are only as of the date they are made and we do not undertake any obligation to update publicly any forward-looking statement, either as a result of new information, future events or otherwise. More information about the risks and uncertainties relating to these forward-looking statements may be found in SEC reports filed by ICON, including its Form 20-F, F-1, F-4, S-8, F-3 and certain other reports, which are available on the SEC's website at http://www.sec.gov.
Source: ICON plc
Contact: Kate Haven, Vice President, Investor Relations +1888 381 7923
ICON/ICLR-F