RPRX Royalty Pharma PLC - 8-K

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