🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) filed with the SEC. Its purpose is to give shareholders the information they need to vote at the upcoming 2026 Annual General Meeting. Think of it as the official agenda and guidebook for the meeting, explaining what’s being voted on and why.

🏢 What The Company Does

👉 In simple terms, Alkermes is a biopharmaceutical company that develops and commercializes medicines for complex psychiatric and neurological disorders (like addiction, schizophrenia, and narcolepsy). They have their own R&D, manufacturing, and U.S. commercial teams.

Key products mentioned include VIVITROL, ARISTADA, LYBALVI, and LUMRYZ. They’re also advancing new drugs like alixorexton for sleep disorders.

📅 Meeting Details & Voting Basics

• When: May 20, 2026, at 2:00 p.m. Irish Time.
• Where: Company offices in Dublin, Ireland.
• Record Date: March 13, 2026. Only shareholders on this date can vote.
• Quorum Needed: At least 50% of shares must be present or represented.
• How to Vote: By telephone, internet, mail, or in person.
• Deadline: Internet/phone votes must be in by 11:59 p.m. ET on May 19, 2026.

👉 Why it matters: Your vote counts. If you don’t vote, you miss your say on director elections, pay, and other key company decisions.

🔥 Key Proposals & Board Recommendations

The Board recommends voting FOR all proposals.

Proposal 1: Elect 9 Directors
Each director serves a one-year term. The nominees are experienced leaders with backgrounds in science, finance, healthcare, and biotech.
👉 Why it matters: The board oversees strategy and holds management accountable.

Proposal 2: Approve Executive Compensation (Advisory Vote)
This is a non-binding “say-on-pay” vote on 2025 compensation for top executives.
👉 Why it matters: It signals shareholder approval (or disapproval) of how leadership is paid.

Proposal 3: Ratify Auditor & Set Fees
Ratify PricewaterhouseCoopers LLP (PwC) as the independent auditor and authorize the Audit Committee to set their pay.
👉 Why it matters: It ensures ongoing independent financial oversight.

Proposal 4: Approve the 2018 Stock Option and Incentive Plan (Amended)
This renews the plan that grants stock awards to attract and retain talent.
👉 Why it matters: It aligns employee interests with shareholders but can dilute ownership slightly.

Proposal 5 & 6: Irish Law Authorities

• Proposal 5: Renew the Board’s authority to issue new shares.
• Proposal 6: Renew authority to issue shares for cash without first offering them to existing shareholders (disapply pre-emption rights).
  👉 Why it matters: These give the board flexibility for financing, acquisitions, or employee compensation. Proposal 6 requires a 75% supermajority.

🚀 Company Performance & Strategy

From the CEO’s letter (Richard Pops, retiring July 31, 2026):

• 2025 Revenue: ~$1.48 billion.
• Key Milestones:
  • Advanced alixorexton for narcolepsy (received FDA Breakthrough Therapy designation).
  • Acquired Avadel Pharmaceuticals, adding narcolepsy product LUMRYZ and a specialized sales team.
  • Multiple early-stage pipeline candidates in development.
• Leadership Transition: COO Blair Jackson will become CEO in August 2026. Pops remains as Chairman.

👥 Board Composition & Governance

• Board Size: Reduced to 9 directors (from 11) in 2025.
• Independence: 8 of 9 nominees are independent.
• Key Committees: Audit & Risk, Compensation, Nominating & Governance, Financial Operating.
• Recent Enhancements:
  • Board fully declassified (all directors elected annually).
  • Significant refreshment—8 new independent directors since 2019.
  • Enhanced shareholder engagement and sustainability disclosures.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Strong revenue growth and profitable commercial portfolio.
• Focused R&D in neuroscience with promising pipeline (e.g., orexin agonists).
• Proactive governance and responsive board.

⚠️ Risks:

• Dependence on a few key products.
• Pipeline success is uncertain (clinical/regulatory risk).
• CEO transition poses execution risk.

🧠 The Analogy

Think of this like a school’s annual parent-teacher meeting. The proxy statement is the packet mailed to parents (shareholders) explaining the agenda: electing the school board (directors), approving the principal’s performance plan (executive pay), hiring the auditor (checking the books), and renewing the budget flexibility (stock authorities). The CEO’s letter is the retiring principal’s final report on the school’s achievements and the handpicked successor.

🧩 Final Takeaway

Alkermes is in a transition year—financially solid, with a promising pipeline and a planned leadership change. The proxy seeks shareholder backing for the new board, pay plans, and operational flexibility to execute its strategy, especially the push into sleep medicine with alixorexton.