UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. Meeting Information See the reverse side of this notice to obtain proxy materials and voting instructions. E12052-P80819 JAZZ PHARMACEUTICALS PLC *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on August 4, 2016. JAZZ PHARMACEUTICALS PLC FOURTH FLOOR, CONNAUGHT HOUSE ONE BURLINGTON ROAD, DUBLIN 4, IRELAND ATTN: COMPANY SECRETARY Meeting Type: Annual General Meeting For holders as of: June 7, 2016 Date: August 4, 2016 Time: 10:00 AM Local Time Location: Jazz Pharmaceuticals plc Fourth Floor, Connaught House One Burlington Road Dublin 4, Ireland
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Voting Items E12054-P80819 4A. To approve amendments to Jazz Pharmaceuticals plc?s memorandum of association to make certain administrative adjustments to address the enactment of the Irish Companies Act 2014 and a minor housekeeping matter. 2. To ratify, on a non-binding advisory basis, the appointment of KPMG, Dublin as the independent auditors of Jazz Pharmaceuticals plc for the fiscal year ending December 31, 2016 and to authorize, in a binding vote, the board of directors, acting through the audit committee, to determine the auditors’ remuneration. 4B. To approve amendments to Jazz Pharmaceuticals plc?s articles of association to make certain administrative adjustments to address the enactment of the Irish Companies Act 2014 and certain minor housekeeping matters. 5. To authorize Jazz Pharmaceuticals plc and/or any subsidiary of Jazz Pharmaceuticals plc to make open market purchases of Jazz Pharmaceuticals plc?s ordinary shares. 6. To renew the Board of Directors? existing authority under Irish law to allot and issue ordinary shares. 7. To renew the Board of Directors? existing authority under Irish law to allot and issue ordinary shares for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply. 9. To approve an amendment and restatement of Jazz Pharmaceuticals plc?s 2011 Equity Incentive Plan in order to renew Jazz Pharmaceuticals plc?s ability to grant awards thereunder that may qualify as ?performancebased compensation? under section 162(m) of the U.S. Internal Revenue Code. 10. To approve an amendment and restatement of Jazz Pharmaceuticals plc?s Amended and Restated 2007 Non-Employee Directors Stock Option Plan in order to (i) expand the types of stock awards that may be granted thereunder to Jazz Pharmaceuticals plc?s non-employee directors and (ii) eliminate the final automatic annual increase to the share reserve that is otherwise scheduled to occur in 2017 pursuant to the ?evergreen? provision included therein. 8. To approve any motion to adjourn the annual meeting, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve any or all of Proposals 4A, 4B and/or 7. 3. To approve, on a non-binding advisory basis, the compensation of Jazz Pharmaceuticals plc?s named executive officers as disclosed in the proxy statement. 1a. Paul L. Berns 1b. Patrick G. Enright 1c. Seamus Mulligan 1d. Norbert G. Riedel, Ph.D. 1. To elect the four nominees for director named below to hold office until the 2019 annual general meeting of shareholders. Nominees: The Board of Directors recommends you vote FOR each of the nominees for director named in Proposal 1 below: The Board of Directors recommends you vote FOR Proposals 2, 3, 4A, 4B, 5, 6, 7, 8, 9 and 10: NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
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