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Schedule 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No

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Schedule 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.14a-12 Endo International plc (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (check the appropriate box): ☒ No fee required ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies (2) Aggregate number of securities to which transaction applies (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined) (4) Proposed maximum aggregate value of transaction (5) Total fee paid ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid (2) Form, Schedule or Registration Statement No. (3) Filing Party (4) Date Filed Table of Contents Notice of the 2018 Annual General Meeting 2018 of Shareholders and Proxy Statement June 7, 2018 at 8:00 a.m. local time Endo International plc First Floor ● Minerva House ● Simmonscourt Road ● Ballsbridge ● Dublin 4 ● Ireland endo.com Table of Contents Endo International plc First Floor Minerva House Simmonscourt Road Ballsbridge Dublin 4, Ireland endo.com Endo International plc is a highly focused generics and specialty branded pharmaceutical company, delivering quality medicines to patients through excellence in development, manufacturing and commercialization. Dear Fellow Endo International plc Shareholder: It is my pleasure to invite you to the Annual General Meeting of Shareholders (the Annual Meeting) of Endo International plc (the Company), which will be held on June 7, 2018 at 8:00 a.m., local time, at First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland. At the meeting, we will be voting: (1) To elect, by separate resolutions, eight members to our Board of Directors to serve until the next Annual General Meeting of Shareholders; (2) To approve the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018 and to authorize the Board of Directors, acting through the Audit Committee, to determine the independent registered public accounting firm’s remuneration; (3) To approve, on an advisory basis, the compensation of our named executive officers (say-on-pay); (4) To approve the Endo International plc Amended and Restated 2015 Stock Incentive Plan; (5) To renew the Board’s existing authority to issue shares under Irish law; (6) To renew the Board’s existing authority to opt-out of statutory pre-emption rights under Irish law; and (7) To act upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. During the Annual Meeting, we will also review the Company’s 2017 Irish statutory financial statements. In addition to these formal items of business, we will report on the Company’s performance. We look forward to seeing you at the Annual Meeting should you be able to attend. Your vote is important. Whether you plan to attend the Annual Meeting or not, we encourage you to read this Proxy Statement and vote your shares. Please vote by promptly completing and returning your proxy by internet, by mail or by attending the Annual Meeting and voting in person by ballot. You may revoke your proxy at any time before it is exercised as explained in this Proxy Statement. Thank you for your continued interest in Endo. Very truly yours, PAUL V. CAMPANELLI President, Chief Executive Officer and Director Dublin, Ireland April 27, 2018 Endo International plc Registered Office: First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland Registered in Ireland: Number—534814 Directors: Roger Hartley Kimmel (USA), Paul Victor Campanelli (USA), Shane Martin Cooke (Ireland), Nancy June Hutson (USA), Michael Hyatt (USA), Sharad Sunder Mansukani (USA), William Patrick Montague (USA), Todd Benjamin Sisitsky (USA), Jill Deborah Smith (USA). Table of Contents Endo International plc First Floor Minerva House Simmonscourt Road Ballsbridge Dublin 4, Ireland endo.com TO BE HELD ON JUNE 7, 2018 8:00 a.m., Local Time First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland Notice is hereby given that the 2018 Annual General Meeting of Shareholders of Endo International plc, an Irish public limited company, will be held on June 7, 2018 at 8:00 a.m., local time, at First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland. The purposes of the meeting are: (1) To elect, by separate resolutions, eight members to our Board of Directors to serve until the next Annual General Meeting of Shareholders; (2) To approve the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018 and to authorize the Board of Directors, acting through the Audit Committee, to determine the independent registered public accounting firm’s remuneration; (3) To approve, on an advisory basis, the compensation of our named executive officers (say-on-pay); (4) To approve the Endo International plc Amended and Restated 2015 Stock Incentive Plan; (5) To renew the Board’s existing authority to issue shares under Irish law; (6) To renew the Board’s existing authority to opt-out of statutory pre-emption rights under Irish law; and (7) To act upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. Proposals 1 through 5 are ordinary resolutions requiring the approval of a simple majority of the votes cast at the Annual Meeting. Proposal 6 is a special resolution requiring the approval of not less than 75% of the votes cast at the Annual Meeting. All proposals are more fully described in this Proxy Statement. The Company’s Irish statutory financial statements for the fiscal year ended December 31, 2017, including the reports of the directors and auditors thereon, will be presented at the Annual Meeting. There is no requirement under Irish law that such statements be approved by the shareholders, and no such approval will be sought at the Annual Meeting. The Annual Meeting also will include a review by the members of the Company’s affairs. Only shareholders of record at the close of business on April 13, 2018 are entitled to notice of and to vote at the 2018 Annual Meeting and any adjournment thereof. This year, we have elected to furnish proxy materials to our shareholders electronically so that we can both provide our shareholders with the information they need and also reduce our costs of printing and delivery and the environmental impact of our Annual Meeting. It is important that your shares be represented and voted at the Annual Meeting. Please vote by promptly completing and returning your proxy by internet, by mail or by attending the Annual Meeting and voting in person by ballot, so that whether you intend to be present at the Annual Meeting or not, your shares can be voted. Returning your proxy will not limit your rights to attend or vote at the Annual Meeting. Table of Contents If you are a shareholder who is entitled to attend and vote, then you are entitled to appoint a proxy or proxies to attend and vote on your behalf. A proxy is not required to be a shareholder in the Company. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please specify the name(s) and address(es) of such person(s) in the proxy card. By Order of the Board of Directors, Orla Dunlea Company Secretary Dublin, Ireland April 27, 2018 Endo International plc Registered Office: First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland Registered in Ireland: Number—534814 Directors: Roger Hartley Kimmel (USA), Paul Victor Campanelli (USA), Shane Martin Cooke (Ireland), Nancy June Hutson (USA), Michael Hyatt (USA), Sharad Sunder Mansukani (USA), William Patrick Montague (USA), Todd Benjamin Sisitsky (USA), Jill Deborah Smith (USA). Table of Contents Proxy Statement for 2018 Annual General Meeting of Shareholders Table of Contents General Information 1 Annual General Meeting Admission 1 Shareholders Entitled to Vote 1 How to Vote if You Are a Shareholder of Record 1 Electronic Access to Investor Information 2 General Information on Voting and Required Vote 2 Presentation of Irish Statutory Financial Statements 3 Proposal 1: Election of Directors 4 Proposal 2: Approval of Appointment of Independent Registered Public Accounting Firm and Authorization to Determine the Firm’s Remuneration 16 Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers (Say-on-Pay) 18 Proposal 4: Approval of the Endo International plc Amended and Restated 2015 Stock Incentive Plan
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