ADC Therapeutics SA filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
ADC Therapeutics SA (the “Company”) held its 2025 annual general meeting of shareholders (the “Annual Meeting”) on June 3, 2025. The Company previously filed with the Securities and Exchange Commission a definitive proxy statement and related materials pertaining to the Annual Meeting, which describe in detail each proposal submitted to shareholders at the Annual Meeting. All proposals submitted to the shareholders at the Annual Meeting were approved. The final results for the votes regarding each proposal are set forth below.
Proposal #1: Approving the management report, annual financial statements and consolidated financial statements
The shareholders approved the management report, the annual financial statements and the consolidated financial statements for the year ended December 31, 2024 and acknowledged the auditors’ report for the year ended December 31, 2024. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 60,305,481 | 175,719 | 6,190,539 | — |
Proposal #2: Approving, on an advisory basis under Swiss law, the compensation report
The shareholders approved, in a non-binding advisory vote, the compensation report for the year ended December 31, 2024. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 47,765,084 | 190,266 | 6,239,636 | 12,476,753 |
Proposal #3: Discharging the members of the board of directors and the executive committee from liability
The shareholders approved that the members of the board of directors and the executive committee be discharged from liability for the year ended December 31, 2024. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 41,463,514 | 4,933,137 | 6,251,708 | 12,476,753 |
Proposal #4: Approving the appropriation of the financial results
The shareholders approved that the net loss for the year ended December 31, 2024 be carried forward. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 60,287,802 | 194,334 | 6,189,603 | — |
Proposal #5: Electing and reelecting directors
The shareholders elected or reelected, as applicable, the following directors for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders. The voting results were as follows:
| NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| Ron Squarer | 47,887,130 | 160,193 | 6,147,663 | 12,476,753 |
| Robert Azelby | 47,550,379 | 496,944 | 6,147,663 | 12,476,753 |
| Jean-Pierre Bizzari | 45,409,931 | 2,615,372 | 6,169,683 | 12,476,753 |
| Peter Hug | 47,328,762 | 718,559 | 6,147,665 | 12,476,753 |
| Ameet Mallik | 47,898,350 | 148,970 | 6,147,666 | 12,476,753 |
| Viviane Monges | 47,656,746 | 367,800 | 6,170,440 | 12,476,753 |
| Tyrell Rivers | 47,898,929 | 147,892 | 6,148,165 | 12,476,753 |
| Victor Sandor | 47,559,348 | 487,673 | 6,147,965 | 12,476,753 |
| Timothy Coughlin | 47,922,751 | 124,670 | 6,147,565 | 12,476,753 |
Timothy Coughlin, 58, became a member of our board of directors upon election at the Annual Meeting. From 2002 to 2018, Mr. Coughlin was with Neurocrine Biosciences, becoming the Chief Financial Officer of Neurocrine Biosciences in 2006. Prior to joining Neurocrine, he was with Catholic Health Initiatives, where he served as Vice President of Financial Services. He also served on the board of directors of Peloton Therapeutics prior to its sale to Merck & Co in 2019 and Fate Therapeutics from 2013 to 2025. In addition to our board of directors, he currently serves on the board of directors of Travere Therapeutics and is chairman of the board at aTyr Pharma. Mr. Coughlin holds a master’s degree in international business from San Diego State University and a bachelor’s degree in accounting from Temple University. Mr. Coughlin is a certified public accountant (CPA) in both California and Pennsylvania. We believe that Mr. Coughlin’s extensive experience as a CPA and in the biotech and biopharma space makes him a valuable addition to our board of directors. Upon his election to our board of directors at the Annual Meeting, our board of directors appointed Mr. Coughlin to be the chair of the audit committee. Our board of directors has determined that Mr. Coughlin is an independent director within the meaning of NYSE listing standards, is financially literate and is an “audit committee financial expert.”
Proposal #6: Reelecting compensation committee members
The shareholders reelected the following members of the compensation committee for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders. The voting results were as follows:
| NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| Robert Azelby | 47,566,015 | 480,437 | 6,148,534 | 12,476,753 |
| Peter Hug | 47,391,973 | 654,281 | 6,148,732 | 12,476,753 |
| Victor Sandor | 47,565,929 | 480,525 | 6,148,532 | 12,476,753 |
Proposal #7: Reelecting the Independent Proxy
The shareholders reelected PHC Notaires, in Lausanne, Switzerland, as the Independent Proxy for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 60,221,310 | 276,435 | 6,173,994 | — |
Proposal #8: Reelecting the auditors
The shareholders reelected PricewaterhouseCoopers SA as the statutory auditor and independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 60,360,349 | 71,384 | 6,240,006 | — |
Proposal #9: Approving, on a binding basis under Swiss law, the compensation of the board of directors and the executive committee
The shareholders approved, on a binding basis under Swiss law, that (i) the maximum aggregate amount of compensation for the members of the board of directors for the period between the Annual Meeting and the 2026 annual general meeting of shareholders be set at $2,300,000 (Proposal #9a), (ii) the maximum aggregate amount of fixed compensation for the members of the executive committee for the year ending December 31, 2026 be set at $2,600,000 (Proposal #9b) and (iii) the maximum aggregate amount of variable compensation for the members of the executive committee for the year ending December 31, 2025 be set at $3,500,000 (Proposal #9c). The voting results were as follows:
| PROPOSAL | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| #9a | 42,986,549 | 4,960,693 | 6,247,744 | 12,476,753 |
| #9b | 43,022,699 | 4,901,772 | 6,270,515 | 12,476,753 |
| #9c | 43,021,851 | 4,901,442 | 6,271,693 | 12,476,753 |
Proposal #10: Approving, on an advisory basis under U.S. law, the compensation paid to the named executive officers
The shareholders approved, on an advisory basis under U.S. law, the compensation of the Company’s named executive officers, as disclosed in “Executive Compensation” and the related compensation tables and narrative disclosure in the proxy statement. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 47,645,306 | 303,251 | 6,246,429 | 12,476,753 |
Proposal #11: Approving an amendment to increase the number of shares authorized under the 2019 Equity Incentive Plan
The shareholders approved an amendment to increase the number of shares authorized under the 2019 Equity Incentive Plan. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 42,802,737 | 5,226,105 | 6,166,144 | 12,476,753 |
Proposal #12: Approving amendments to article 4b of the articles of association to increase the conditional share capital for employee participation
The shareholders approved amendments to article 4b of the articles of association to increase the conditional share capital for employee participation. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 43,270,118 | 4,680,858 | 6,244,010 | 12,476,753 |
The amendments to the Company’s articles of association became effective upon their approval at the Annual Meeting. A copy of the Company’s current articles of association is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 3.1 | Articles of Association of ADC Therapeutics SA |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADC Therapeutics SA | ||
| Date: June 5, 2025 | ||
| By: | /s/ Peter J. Graham | |
| Name: | Peter J. Graham | |
| Title: | Chief Legal Officer | |