NovoCure Limited filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NVCR
Medical/Dental Instruments
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On June 4, 2025, NovoCure Limited (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”). The Company’s shareholders elected Ashley Cordova, Asaf Danziger, William Doyle, Jeryl Hilleman, David Hung, Kinyip Gabriel Leung, Martin Madden, Allyson Ocean, Timothy Scannell, Kristin Stafford and William Vernon as directors, effective immediately, with a term expiring at the annual meeting of shareholders in 2026. The election of these directors was not pursuant to any arrangement or understanding between any of them and any third party. As of the date of this report, none of these directors, nor any of their immediate family members, is a party, either directly or indirectly, to any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K. These directors will be compensated consistent with the compensation programs for non-employee directors.
Item 5.02(d) Compensatory Arrangements of Certain Officers.
In connection with his appointment of the title "President, Novocure" on June 4, 2025 (the "Award Date"), Francis Leonard, formerly the Company's Executive Vice President, President Novocure Oncology, was awarded 179,426 Restricted Share Units pursuant to the Company's 2024 Omnibus Incentive Plan ("RSUs") which will vest and convert into the Company's Ordinary Shares in equal installments on the first and second anniversaries of the Grant Date, so long as Mr. Leonard remains an employee of the Company on such dates.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting, proxies and in-person shareholders representing 92,981,579 shares of the Company’s ordinary shares, or approximately 83.40% of the total shares entitled to vote, were present in person or by proxy and voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 21, 2025.
1. Election of Directors . The eleven nominees for election to the Company’s Board of Directors were elected as directors to hold office until the Company’s 2026 Annual Meeting of Shareholders or until their successors are duly elected and qualified or until their offices are vacated, based upon the following votes:
| For | Against | Abstain | Broker non-votes | |||||||||||
| Ashley Cordova | 82,362,437 | 340,654 | 228,785 | 10,049,703 | ||||||||||
| Asaf Danziger | 81,932,893 | 745,479 | 253,504 | 10,049,703 | ||||||||||
| William Doyle | 81,900,273 | 800,682 | 230,921 | 10,049,703 | ||||||||||
| Jeryl Hilleman | 82,196,663 | 494,915 | 240,298 | 10,049,703 | ||||||||||
| David Hung | 82,142,624 | 531,558 | 257,694 | 10,049,703 | ||||||||||
| Kinyip Gabriel Leung | 81,198,024 | 1,499,970 | 233,882 | 10,049,703 | ||||||||||
| Martin Madden | 82,199,569 | 497,393 | 234,914 | 10,049,703 | ||||||||||
| Allyson Ocean | 82,147,906 | 527,676 | 256,294 | 10,049,703 | ||||||||||
| Timothy Scannell | 82,199,320 | 495,578 | 236,978 | 10,049,703 | ||||||||||
| Kristin Stafford | 82,206,597 | 490,733 | 234,546 | 10,049,703 | ||||||||||
| William Vernon | 81,646,756 | 1,048,764 | 236,356 | 10,049,703 | ||||||||||
2. Ratification of Independent Registered Public Accounting Firm. The proposal to approve and ratify the appointment, by the Audit Committee of the Company’s Board of Directors, of Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global, as the auditor and independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 was approved as an ordinary resolution based upon the following votes:
| For | Against | Abstain | ||||||
| 91,489,770 | 1,216,673 | 275,136 | ||||||
3. Approval of a non-binding advisory vote to approve executive compensation. The proposal to approve executive compensation on a non-binding advisory basis was approved as an ordinary resolution based upon the following votes:
| For | Against | Abstain | Broker non-votes | ||||||||
| 80,626,467 | 2,042,002 | 263,407 | 10,049,703 | ||||||||
4. Approval of the Company's 2025 Employee Share Purchase Plan. The proposal to approve the Company's 2025 Employee Share Purchase Plan was approved as an ordinary resolution based upon the following votes:
| For | Against | Abstain | Broker non-votes | ||||||||
| 82,005,031 | 684,858 | 241,987 | 10,049,703 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 10.1 | |||||
| 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.
NovoCure Limited
(Registrant)
Date: June 6, 2025
By: /s/ Christoph Brackmann
Name: Christoph Brackmann
Title: Chief Financial Officer