UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 4, 2026, Royalty Pharma plc (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on 10 proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026 (the “Proxy Statement”). There were 508,180,103 shares of the Company’s Class A ordinary shares and Class B ordinary shares, voting as a single class, present or represented by proxy at the Annual Meeting, which represented 88.08% of the combined voting power of the Class A ordinary shares and Class B ordinary shares entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s Class A ordinary shares and Class B ordinary shares were entitled to one vote for each share held as of the record date described in the Proxy Statement. The Company’s inspector of election certified the following vote tabulations:
Proposal 1. To elect nine directors, each by separate ordinary resolutions, to the Company’s Board of Directors to serve until the 2027 Annual General Meeting of Shareholders:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Pablo Legorreta |
458,242,360 | 29,448,236 | 168,578 | 20,320,929 | ||||
| Ted Love, M.D. |
464,556,053 | 23,135,217 | 167,904 | 20,320,929 | ||||
| Bonnie Bassler, Ph.D. |
486,078,663 | 1,615,471 | 165,040 | 20,320,929 | ||||
| Vlad Coric, M.D. |
433,218,530 | 54,472,087 | 168,557 | 20,320,929 | ||||
| Catherine Engelbert |
485,200,369 | 2,492,809 | 165,996 | 20,320,929 | ||||
| Carole Ho, M.D. |
487,136,029 | 557,922 | 165,223 | 20,320,929 | ||||
| David Hodgson |
479,933,527 | 7,733,381 | 192,266 | 20,320,929 | ||||
| Gregory Norden |
481,576,664 | 6,090,949 | 191,561 | 20,320,929 | ||||
| Elizabeth Weatherman |
487,564,658 | 128,998 | 165,518 | 20,320,929 |
Proposal 2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||
| 476,044,602 | 11,067,486 | 747,086 | 20,320,929 |
Proposal 3. To ratify the appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm:
| For | Against | Abstain | ||||
| 506,307,829 | 832,217 | 1,040,057 |
There were no broker non-votes on this proposal.
Proposal 4. To approve receipt of the Company’s U.K. statutory accounts together with the Company’s U.K. statutory reports, including the directors’ report, the strategic report, the directors’ remuneration report and the auditors’ report for the fiscal year ended December 31, 2025 (“U.K. Annual Report and Accounts”):
| For | Against | Abstain | Broker Non-Votes | |||
| 487,151,335 | 98,040 | 609,799 | 20,320,929 |
Proposal 5. To approve, on a non-binding advisory basis, the Company’s U.K. directors’ remuneration report in the U.K. Annual Report and Accounts:
| For | Against | Abstain | Broker Non-Votes | |||
| 478,165,378 | 8,935,552 | 758,244 | 20,320,929 |
Proposal 6. To re-appoint Ernst & Young as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting of shareholders at which the U.K. annual report and accounts are presented to shareholders:
| For | Against | Abstain | ||||
| 506,752,136 | 384,952 | 1,043,015 |
There were no broker non-votes on this proposal.
Proposal 7. To authorize the Board of Directors to determine the remuneration of the Company’s U.K. statutory auditor:
| For | Against | Abstain | Broker Non-Votes | |||
| 487,092,662 | 575,800 | 190,712 | 20,320,929 |
Proposal 8. To approve the terms of the agreements and counterparties pursuant to which the Company may purchase its Class A ordinary shares:
| For | Against | Abstain | Broker Non-Votes | |||
| 474,475,427 | 12,499,628 | 884,119 | 20,320,929 |
Proposal 9. To authorize the Board of Directors to allot shares:
| For | Against | Abstain | Broker Non-Votes | |||
| 469,111,384 | 18,568,396 | 179,394 | 20,320,929 |
Proposal 10. To authorize the Board of Directors to allot shares without rights of pre-emption:
| For | Against | Abstain | Broker Non-Votes | |||
| 445,653,078 | 42,016,406 | 189,690 | 20,320,929 |
SIGNATURES
Pursuant to the requirement 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.
| ROYALTY PHARMA PLC | ||||||
| Date: June 4, 2026 | By: | /s/ Arthur McGivern | ||||
| Arthur McGivern | ||||||
| EVP, General Counsel & Investments | ||||||