Avadel Pharmaceuticals : Notice of Annual General Meeting and 2025 Proxy Statement (09aeda)

Published: 2025-06-18 13:13:09 ET AVDL

Published on 06/18/2025 at 13:13

To Our Shareholders:

You are cordially invited to attend the annual general meeting of shareholders (the "Meeting") of Avadel Pharmaceuticals plc (the "Company") to be held July 29, 2025, at 10:00 a.m. (Irish Standard Time) at the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, for the following purposes:

By separate resolutions, to elect the following seven current Directors: Gregory J. Divis, Dr. Eric J. Ende, Geoffrey M. Glass, Dr. Mark A. McCamish, Linda S. Palczuk, Peter J. Thornton and Dr. Naseem S. Amin to the Board of Directors; each to serve a one-year term expiring at the conclusion of the next annual general meeting of shareholders ("Proposal 1");

To ratify, on a non-binding advisory basis, the appointment of Deloitte & Touche LLP as the Company's independent registered public auditor and accounting firm for the fiscal year ending December 31, 2025, and to authorize, in a binding vote, the Audit Committee of the Board of Directors to set the independent registered public auditor and accounting firm remuneration ("Proposal 2"); and

To transact such other business as may properly be brought before the Meeting and any adjournments or postponements of the Meeting.

Proposals 1 and 2 are ordinary resolutions, requiring a majority of the votes cast in person or by proxy at the Meeting to be cast in favor of the resolution in order to be approved.

During the Meeting, following a review of the Company's affairs, the Company's management will also present for consideration the Company's Irish Statutory Financial Statements for the financial year ended December 31, 2024, along with the related directors' and independent auditor's reports. There is no requirement under Irish law that the Irish Statutory Financial Statements be approved by the shareholders, and no such approval will be sought at the Meeting.

This notice of the Meeting and accompanying proxy materials will first be made available to you on or about June 18, 2025 as a holder of record of the Company's ordinary shares as of 5:00 p.m. (Irish Standard Time) on May 15, 2025.

If you held ordinary shares as a registered holder as of 5:00 p.m. (Irish Standard Time) on May 15, 2025, the record date established by the Board of Directors, you will be eligible to vote at the Meeting. You may vote

(i) in person at the Meeting, (ii) by granting your voting proxy to the Company's proxy designees (i.e., Gregory J. Divis, our Chief Executive Officer, or Thomas S. McHugh, our Chief Financial Officer, each with full power of substitution) and by submitting such proxy by means of (A) the Internet, in the manner instructed on the applicable Notice of Internet Availability of Proxy Materials described below, (B) e-mail, in the manner instructed on the proxy card enclosed with paper copies of these proxy materials or (C) regular mail, using the return envelope enclosed with paper copies of these proxy materials to return the enclosed proxy card properly signed and dated (which will be forwarded to the Company's registered address) or by delivering the proxy card (or proxy in the form set out in section 184 of the Irish Companies Act 2014 (the "Companies Act")) to the Company Secretary, Avadel Pharmaceuticals plc at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland; or (iii) by granting your voting proxy to any person other than the Company's proxy designees. If you submit a proxy to the Company's proxy designees and do not provide specific voting instructions, you will be deemed to have instructed the Company's proxy designees to vote your shares in accordance with the recommendations of the Board. If you wish to appoint as proxy any person other than the Company's proxy designees, please contact the Company Secretary at our registered office; your nominated proxy must attend the Meeting in person in order for your votes to be cast. Registered holders of ordinary

shares who vote by submitting their proxy card by mail (or by delivering it (or a proxy in the form set out in section 184 of the Companies Act) to the Company Secretary, Avadel Pharmaceuticals plc at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland), online or e-mail, or by granting their voting proxy directly to the Company's proxy designees or to any other person, must ensure their proxy card is received at the address stated on the card, voted online or e-mailed to the address stated on the card by 10:00 a.m. (Irish Standard Time) on July 28, 2025.

Enclosed with this Proxy Statement are (i) a proxy card and (ii) a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, enclosed is a copy of the Company's Irish Statutory Financial Statements for the financial year ended December 31, 2024, along with the related directors' and independent auditor's reports. Additional copies of these materials may be obtained without charge by writing to the Company Secretary of Avadel Pharmaceuticals plc at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, or downloaded from our website at https://www.Avadel.com.

We intend to use the Internet as the primary means of providing our proxy materials to shareholders in connection with the Meeting. As a result, certain shareholders may not receive paper copies of our proxy materials. We intend to mail shareholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials and for voting via the Internet. The Notice of Internet Availability of Proxy Materials will also provide the date, time and location of the Meeting; the matters to be acted upon at the meeting and the Board of Directors' recommendation with regard to each matter; a toll-free number, an e-mail address and a website where shareholders can request a paper or e-mail copy and/or download a copy of our Proxy Statement, form of proxy card, our Annual Report on Form 10-K for fiscal year 2024, and our Irish Statutory Financial Statements for the financial year ended December 31, 2024, along with the related directors' and independent auditor's reports; information on how to access the proxy card; and information on how to attend the Meeting and vote in person.

Please note that in the absence of specific instructions as to how to vote, brokers may not vote your shares on the election of directors. You may revoke your proxy at any time before the vote is taken by delivering to the Company Secretary a written revocation, submitting a proxy with a later date (but to be received by 10:00 a.m. (Irish Standard Time) on July 28, 2025) or by voting your shares in person at the Meeting, in which case your prior proxy will be disregarded. Please note that voting in advance in any of the ways described will not prevent a holder of ordinary shares from attending the Meeting.

By Order of the Board,

/s/ Jerad G. Seurer Jerad G. Seurer

General Counsel & Corporate Secretary

Dublin, Ireland June 18, 2025

We are mailing to holders of our ordinary shares a Notice of Internet Availability of Proxy Materials (which we refer to as a "Notice"), rather than mailing a full paper set of the materials. The Notice contains instructions on how to access our proxy materials on the Internet, as well as instructions on obtaining a paper copy of the proxy materials. This process is more environmentally friendly and reduces our costs to print and distribute these materials. All holders of ordinary shares who do not receive such a Notice, including shareholders who have previously requested to receive a paper copy of the materials, will receive a full set of paper proxy materials by U.S. mail or other form of delivery if outside the United States.

Voting by the Internet is fast and convenient, and your vote is immediately confirmed and tabulated. If you receive a paper copy of the proxy materials, you may also vote by completing, signing, dating, and returning the accompanying proxy card in the enclosed return envelope furnished for that purpose. By using the Internet, you help us reduce postage and proxy tabulation costs. Please do not return the enclosed paper ballot if you are voting over the Internet.

As provided in the Notice, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, will be available online at https://www.Avadel.com and on the website address designated on the Notice. The Company's Irish Statutory Financial Statements for the financial year ended December 31, 2024, along with the related directors' and independent auditor's reports, will be available online at https://www.Avadel.com and at https://www.envisionreports.com/AVDL prior to the date of the Meeting.

To obtain directions to the offices of Arthur Cox so that you can attend the Meeting in person, please visit the "Investors" section of our website at https://www.Avadel.com or contact in writing at Avadel Pharmaceuticals plc, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, Attn: Investor Relations.

PROXY STATEMENT 1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING 4

CORPORATE GOVERNANCE 7

PROPOSAL 1 14

DIRECTORS AND EXECUTIVE OFFICERS 15

DIRECTOR COMPENSATION 19

OWNERSHIP OF THE COMPANY'S ORDINARY SHARES 21

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS 24

COMPENSATION COMMITTEE REPORT 37

PAY RATIO DISCLOSURE 38

PAY VERSUS PERFORMANCE DISCLOSURE 39

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 43

PROPOSAL 2 44

AUDIT FEES 45

AUDIT COMMITTEE REPORT 46

CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS 48

OTHER MATTERS 49

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This Proxy Statement and the accompanying materials are being furnished to you by the Board of Directors (the "Board") of Avadel Pharmaceuticals plc ("Avadel," the "Company," "we," "us," "our" or similar terms) to solicit your proxy to vote your shares at our 2025 annual general meeting of shareholders (the "Meeting"), or at any adjournments or postponements thereof. The materials accompanying this Proxy Statement are (i) a proxy card and (ii) a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Annual Report"). In addition, we enclose together with this Proxy Statement, a copy of the Company's Irish Statutory Financial Statements for the financial year ended December 31, 2024, along with the related directors' and independent auditor's reports.

The Board has designated the offices of Arthur Cox LLP, located at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, as the place of the Meeting. The Meeting will be called to order at 10:00 a.m. (Irish Standard Time), July 29, 2025. To obtain directions to attend the Meeting in person, please visit the "Investors" section of our website at https://www.Avadel.com or contact in writing at Avadel Pharmaceuticals plc, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, Attn: Investor Relations.

Shares. As of May 15, 2025, there were 96,892,985 ordinary shares issued and outstanding. All registered holders of ordinary shares at 5:00 p.m. (Irish Standard Time) on May 15, 2025, the record date established by the Board (the "Record Date"), may vote at the Meeting. Each ordinary share owned as of the Record Date is entitled to one vote on each matter properly presented at the Meeting.

Attendance. Registered holders may attend the Meeting in person or by appointing a proxy.

Voting. Registered holders may vote (i) in person at the Meeting, (ii) by granting your voting proxy to the Company's proxy designees (i.e., Gregory J. Divis, our Chief Executive Officer or Thomas S. McHugh, our Chief Financial Officer, each with full power of substitution) and by submitting such proxy by means of

(A) the Internet, in the manner instructed on the applicable Notice of Internet Availability of Proxy Materials described below, (B) e-mail, in the manner instructed on the proxy card enclosed with paper copies of these proxy materials to return the enclosed proxy card properly signed and dated or by delivering the proxy card (or proxy in the form set out in section 184 of the Companies Act) to the Company Secretary, Avadel Pharmaceuticals plc at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland or (C) regular mail, using the return envelope enclosed with paper copies of these proxy materials (which will be forwarded to the Company's registered address); or (iii) by granting your voting proxy to any person other than the Company's proxy designees. If you submit a proxy to the Company's proxy designees and do not provide specific voting instructions, you will be deemed to have instructed the Company's proxy designees to vote your shares in accordance with the recommendations of the Board. The Company intends to first mail or make available printed versions of this Proxy Statement and the accompanying materials to its shareholders on or about June 18, 2025. Registered holders of ordinary shares who vote by submitting their proxy card by mail (or by delivering it (or proxy in the form set out in section 184 of the Companies Act) to the Company Secretary, Avadel Pharmaceuticals plc at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland), online or e-mail, or by granting their voting proxy directly to the Company's proxy designees or to any other person, must ensure

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Disclaimer

Avadel Pharmaceuticals plc published this content on June 18, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 18, 2025 at 17:12 UTC.