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ENDO INTERNATIONAL PLC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

June 10, 2014

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) On June 10, 2014, the Company held its Annual General Meeting of Shareholders

in Dublin, Ireland.



(b) Shareholders voted on the matters set forth below.

1. The proposal to elect nine directors, representing all of the members of the

Board of Directors of the Company, to serve until the next Annual General Meeting of Shareholders or until their successors are duly elected and qualified was approved based upon the following votes: Votes For Votes Broker Nominee Approval Against Abstentions Non-Votes Roger H. Kimmel 132,064,324 613,057 32,414 5,443,035 Rajiv De Silva 132,627,489 50,638 31,668 5,443,035 John J. Delucca 132,533,547 143,934 32,314 5,443,035 Arthur J. Higgins 132,632,646 44,268 32,881 5,443,035 Nancy J. Hutson, Ph.D. 132,630,674 47,807 31,314 5,443,035 Michael Hyatt 132,013,858 662,406 33,531 5,443,035 William P. Montague 132,526,067 151,314 32,414 5,443,035 Jill D. Smith 132,627,593 50,788 31,414 5,443,035 William F. Spengler 132,531,997 144,383 33,415 5,443,035



2. The proposal to approve the appointment of Deloitte & Touche LLP as the

Company's independent registered public accounting firm for the year ending December 31, 2014 and to authorize the Audit Committee of the Board of Directors to determine the Auditors' remuneration was approved based upon the following votes: Votes for approval 137,228,684 Votes against 854,371 Abstentions 69,775



3. The proposal to approve, by advisory vote, named executive officer

compensation was approved based upon the following votes: Votes for approval 131,285,375 Votes against 1,275,803 Abstentions 148,617 Broker non-votes 5,443,035



4. The proposal to approve the Amended and Restated Employee Stock Purchase Plan

was approved based upon the following votes: Votes for approval 131,645,368 Votes against 251,607 Abstentions 812,820 Broker non-votes 5,443,035



5. Such other matters as may properly come before the Annual General Meeting of

Shareholders or any adjournment or postponement thereof:

None. (c) Not applicable. (d) Not applicable.



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Item 8.01. Other Events.

On June 10, 2014, the Registrant prepared a slide presentation for its Annual General Meeting of Shareholders, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

This slide presentation includes financial measures that are not in conformity with accounting principles generally accepted in the United States. We refer to these as non-GAAP financial measures. Specifically, the release refers to statements of operations amounts, including adjusted diluted earnings per share, adjusted gross margin, adjusted operating expenses and adjusted effective tax rate.

We define adjusted diluted earnings per share ("EPS") as diluted earnings per share, adjusted for certain upfront and milestone payments to partners; acquisition-related and integration items, net; cost reduction and integration-related initiatives; asset impairment charges; amortization of intangible assets related to marketed products and customer relationships; inventory step-up recorded as part of our acquisitions; non-cash interest expense; litigation-related and other contingent matters; certain other items that the we believe do not reflect our core operating performance; the cash tax savings resulting from our recent acquisitions; and the tax effect of the pre-tax adjustments above at applicable tax rates.

We define adjusted gross margin as total revenues, less cost of revenues, adjusted for amortization of intangible assets related to marketed products; certain upfront and milestone payments to partners; cost reduction and integration-related initiatives; inventory step-up recorded as part of our acquisitions; and certain other items that we believe do not reflect our core operating performance.

We define adjusted operating expense as operating expenses, adjusted for amortization of intangible assets related to marketed products and customer relationships; certain upfront and milestone payments to partners; acquisition-related and integration items, net; cost reduction and integration-related initiatives; asset impairment charges; inventory step-up recorded as part of our acquisitions; litigation-related and other contingent matters; and certain other items that we believe do not reflect our core operating performance.

We define adjusted effective tax rate as the effective tax rate, adjusted for certain upfront and milestone payments to partners; acquisition-related and integration items, net; cost reduction and integration-related initiatives; asset impairment charges; amortization of intangible assets related to marketed products and customer relationships; inventory step-up recorded as part of our acquisitions; non-cash interest expense; litigation-related and other contingent matters; certain other items that the we believe do not reflect our core operating performance; the cash tax savings resulting from our recent acquisitions; and the tax effect of the pre-tax adjustments above at applicable tax rates.

Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in the slide presentation to their most directly comparable GAAP financial measures as provided within this slide presentation.

However, with the exception of projected adjusted diluted earnings per share, we have not provided a quantitative reconciliation of projected non-GAAP measures including adjusted gross margin, adjusted operating expenses and adjusted effective tax rate. Not all of the information necessary for quantitative reconciliation is available to us at this time without unreasonable efforts. This is due primarily to variability and difficulty in making accurate detailed forecasts and projections. Accordingly, we do not believe that reconciling information for such projected figures would be meaningful.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.



(b) Pro Forma Financial Information.

Not applicable.



(c) Shell Company Transactions.

Not applicable. (d) Exhibits. Exhibit Number Description 99.1 Slide Presentation



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