ADC Therapeutics SA filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 2024 annual general meeting of shareholders (the “Annual Meeting”) on June 13, 2024. 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, 2023 and acknowledged the auditors’ report for the year ended December 31, 2023. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 25,259,443 | 99,541 | 30,751 | — |
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, 2023. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 23,542,524 | 1,311,228 | 222,031 | 313,952 |
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, 2023. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 23,609,354 | 274,540 | 224,244 | 313,952 |
Proposal #4: Approving the appropriation of the financial results
The shareholders approved that the net loss for the year ended December 31, 2023 be carried forward. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 25,149,920 | 111,489 | 128,326 | — |
Proposal #5: Reelecting directors
The shareholders reelected the following directors for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2025 annual general meeting of shareholders. The voting results were as follows:
| NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| Ron Squarer | 24,277,663 | 775,112 | 23,008 | 313,952 |
| Robert Azelby | 24,302,313 | 750,383 | 23,087 | 313,952 |
| Jean-Pierre Bizzari | 24,309,981 | 738,092 | 27,710 | 313,952 |
| Peter Hug | 24,252,520 | 800,276 | 22,987 | 313,952 |
| Ameet Mallik | 24,896,547 | 156,453 | 22,783 | 313,952 |
| Viviane Monges | 24,311,743 | 740,942 | 23,098 | 313,952 |
| Thomas Pfisterer | 24,320,712 | 727,325 | 27,746 | 313,952 |
| Tyrell Rivers | 24,316,730 | 736,030 | 23,023 | 313,952 |
| Victor Sandor | 24,325,195 | 727,665 | 22,923 | 313,952 |
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 2025 annual general meeting of shareholders. The voting results were as follows:
| NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| Robert Azelby | 24,131,511 | 734,013 | 210,259 | 313,952 |
| Peter Hug | 23,350,377 | 1,513,302 | 212,104 | 313,952 |
| Victor Sandor | 24,129,240 | 737,600 | 208,943 | 313,952 |
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 2025 annual general meeting of shareholders. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 25,061,456 | 112,060 | 216,219 | — |
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, 2024. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 25,250,094 | 113,399 | 26,242 | — |
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 2025 annual general meeting of shareholders be set at $2,000,000 (Proposal #9a), (ii) the maximum aggregate amount of fixed compensation for the members of the executive committee for the year ending December 31, 2025 be set at $3,000,000 (Proposal #9b) and (iii) the maximum aggregate amount of variable compensation for the members of the executive committee for the year ending December 31, 2024 be set at $10,000,000 (Proposal #9c). The voting results were as follows:
| PROPOSAL | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| #9a | 22,801,158 | 2,224,655 | 49,970 | 313,952 |
| #9b | 23,867,618 | 1,157,160 | 51,005 | 313,952 |
| #9c | 22,634,772 | 2,391,647 | 49,364 | 313,952 |
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 |
| 23,325,675 | 1,710,684 | 39,424 | 313,952 |
Proposal #11: Approving, on an advisory basis under U.S. law, the frequency of future votes on the compensation paid to the named executive officers
The shareholders recommended, on an advisory basis under U.S. law, that future advisory votes on named executive compensation be held each year. The voting results were as follows:
| ONE-YEAR | TWO-YEARS | THREE-YEARS | ABSTAIN | BROKER NON-VOTES |
| 24,693,996 | 174,754 | 48,561 | 158,472 | 313,952 |
The Company has decided, going forward, to include a non-binding advisory vote on the compensation paid to the named executive officers each year, consistent with the board of director’s recommendation to shareholders.
Proposal #12: Approving amendments to the articles of association
The shareholders approved (i) amendments to the Company’s articles of association relating to shares, shareholder rights and general meetings (Proposal #12a), (ii) amendments to the Company’s articles of association regarding the deadline for submitting agenda items (Proposal #12b), (iii) amendments to the Company’s articles of association relating to board of directors, compensation and related matters (Proposal #12c), (iv) amendments to the Company’s articles of association for conditional share capital flexibility (Proposal #12d), (v) amendments to the Company’s articles of association to permit shareholder meetings outside Switzerland and hybrid and virtual shareholder meetings (Proposal #12e) and (vi) amendments to the Company’s articles of association relating to the jurisdiction of Swiss courts (Proposal #12f). The voting results were as follows:
| PROPOSAL | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| #12a | 24,689,665 | 136,223 | 249,895 | 313,952 |
| #12b | 24,689,878 | 141,784 | 244,121 | 313,952 |
| #12c | 24,629,571 | 297,699 | 148,513 | 313,952 |
| #12d | 24,698,680 | 352,673 | 24,430 | 313,952 |
| #12e | 24,740,245 | 313,240 | 22,298 | 313,952 |
| #12f | 23,656,420 | 1,294,457 | 124,906 | 313,952 |
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 14, 2024 | ||
| By: | /s/ Peter J. Graham | |
| Name: | Peter J. Graham | |
| Title: | Chief Legal Officer | |