UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2021
Commission File Number: 001-37891
AC IMMUNE SA
(Exact name of registrant as specified in its
charter)
EPFL Innovation Park
Building B
1015 Lausanne, Switzerland
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Annual General Meeting Results
On June 25, 2021, AC Immune SA (“AC
Immune”) held its Annual General Meeting of Shareholders. The Management presentation to shareholders is attached hereto as Exhibit 99.1 and the press release relating to the results of the Annual General
Meeting is attached hereto as Exhibit 99.2. The amended Articles of Association are attached hereto as Exhibit 99.3, the notarized
version of which will be published on AC Immune's website (https://ir.acimmune.com/governance) after the filing of the document with
the Swiss Register of Commerce. The Board withdrew Agenda Items 6.2 ("Authorized Share Capital") and 6.3 ("Conditional Capital
Increase for Employee Benefit Plans") prior to the Annual General Meeting. The final results of the remaining agenda items submitted
to a vote of the shareholders are as follows:
Agenda Item 1: Approval of Annual Report and Other Reports for the
year 2020
Agenda Item 1.1: Approval of the Annual Report 2020, Statutory
Financial Statements 2020, and IFRS Financial Statements for the year 2020
AC Immune shareholders approved the Annual
Report 2020, the Statutory Financial Statements 2020 and the IFRS Financial Statements of AC Immune SA for the year 2020, and took
note of the Reports of the Auditors.
Agenda Item 1.2: Advisory Vote on the Compensation Report for the
year 2020
AC Immune shareholders endorsed the Compensation
Report for the year 2020.
Agenda Item 2: Appropriation of Loss
AC Immune shareholders approved that the loss for
the year 2020 in the amount of KCHF 57,824 increases the “accumulated losses brought forward” of KCHF 62,151, resulting
in a new balance of “accumulated losses brought forward” of KCHF 119,975.
Agenda Item 3: Discharge of the Board of Directors
and of the Executive Committee
AC Immune shareholders approved the discharge
the members of the Board of Directors and of the Executive Committee of their liabilities for their activities in the 2020 financial
year.
Agenda Item 4: Compensation for the Members of the Board of Directors
and the Executive Committee
AC Immune shareholders approved:
A. The
total maximum amount of non-performance-related compensation for the members of the Board of Directors covering the period from 1 July
2021 to 30 June 2022, i.e., CHF 689,000 (cash-based compensation plus pensionable social security costs);
B. The
maximum grant of equity or equity linked instruments for the members of the Board of Directors from 1 July 2021 to 30 June 2022 with maximum
value of CHF 863,000 (equity or equity linked instruments at grant value plus pensionable social security costs);
C. The
total maximum amount of non-performance-related cash compensation for the members of the Executive Committee from 1 July 2021 to 30 June
2022, i.e., CHF 3,269,000 (cash-based compensation plus pensionable social security costs);
D. The
total maximum amount of variable compensation for the members of the Executive Committee for the current year 2021, i.e., CHF 1,378,000
(cash-based compensation plus pensionable social security costs); and
E. The
maximum grant of equity or equity linked instruments for the members of the Executive Committee from 1 July 2021 to 30 June 2022 with
maximum value of CHF 4,287,000 (equity or equity linked instruments at grant value plus pensionable social security costs).
Agenda Item 5: Re-elections
Agenda Item 5.1: Re-elections of Members of the Board
AC Immune shareholders approved the
re-election of Douglas Williams as member and as Chairman of the Board, the re-election of Martin Velasco as member and as
Vice-Chairman of the Board, and the re-election of Peter Bollmann, Alan Colowick, Tom Graney, Carl June, Werner Lanthaler, Andrew
Pfeifer and Roy Twyman as members of the Board of Directors, each until the end of the Annual General Meeting 2022.
Agenda Item 5.2: Re-elections of Members of the Compensation, Nomination
& Corporate Governance Committee
AC Immune shareholders approved the re-election of
Tom Graney, Martin Velasco and Douglas Williams as members of the Compensation, Nomination & Corporate Governance Committee, each
until the end of the Annual General Meeting 2022.
Agenda Item 5.3: Re-election of the Statutory Auditors
AC Immune shareholders approved the re-election of
PricewaterhouseCoopers SA, in Pully, for a term of office of one year.
Agenda Item 5.4: Re-election of the Independent Proxy
AC Immune shareholders approved the re-election of
Reymond & Associés, represented by Denis Cherpillod; as AC Immune’s independent proxy until the end of the Annual General
Meeting 2022.
Agenda Item 6: Amendments of the Articles of Association
Agenda Item 6.1: Limit on Number of Directors
AC Immune shareholders approved an amendment to the
existing first paragraph of article 20 (Number of Members, Term of Office) of the articles of association to give AC Immune flexibility
to comply with nationality, residency and/or gender requirements under Swiss or foreign laws.
Agenda Item 6.4: Remuneration Amendments to the Articles of Association
AC Immune shareholders approved certain amendments
in the articles of association to adjust the compensation system of AC Immune to a more common framework in line with many Swiss-listed
companies and which aligns the compensation architecture to that of the calendar year.
SIGNATURE
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, thereunto duly authorized.
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AC IMMUNE SA
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By:
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/s/ Andrea Pfeifer
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Name:
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Andrea Pfeifer
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Title:
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Chief Executive Officer
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By:
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/s/ Joerg Hornstein
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Name:
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Joerg Hornstein
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Title:
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Chief Financial Officer
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Date: June 25, 2021
EXHIBIT INDEX
Exhibit Number
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Description
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99.1
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Annual General Meeting presentation
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99.2
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Press Release dated June 25, 2021
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99.3
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Articles
of Association as of June 25, 2021
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