Current Report Filing (8-k)
25 May 2022 - 8:43PM
Edgar (US Regulatory)
0001621227
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0001621227
2022-05-25
2022-05-25
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 25, 2022
ADAPTIMMUNE THERAPEUTICS PLC
(Exact name of registrant as specified in its
charter)
England and Wales |
|
1-37368 |
|
Not Applicable |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
60 Jubilee Avenue, Milton Park
Abingdon, Oxfordshire OX14 4RX
United Kingdom
(Address of principal executive offices,
including zip code)
(44) 1235 430000
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which
registered |
American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share |
|
ADAP |
|
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
Adaptimmune Therapeutics plc (the “Company”) held its annual
general meeting (the “Annual Meeting”) on May 25, 2022. There were approximately 972,115,176 ordinary shares entitled to vote
at the Annual Meeting based on the number of issued ordinary shares outstanding as of May 23, 2022, of which approximately 918,001,298
were held in the name of Citibank, N.A., which issues Company-sponsored American Depositary Receipts evidencing American Depositary Shares
each of which, in turn, represents six ordinary shares. Of the ordinary shares entitled to vote, holders representing 712,726,248 shares,
or approximately 73.32%, were present in person or by proxy at the Annual Meeting. In accordance with the Company’s Articles of
Association, the presence, in person or by proxy, of one or more shareholders holding at least one-third of the issued share capital as
of May 25, 2022 and entitled to vote would constitute a quorum for the transaction of business at the Annual Meeting.
The matters set forth below were voted on at the Annual Meeting. Detailed
descriptions of these matters and voting procedures applicable to these matters at the Annual Meeting are contained in the Company’s
definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2022. All matters were approved
by a show of hands in accordance with the Company’s Articles of Association. Set forth below are the total number of proxy votes
received for and against each matter, as well as the total number of proxy abstentions (or votes withheld) received and broker non-votes
with respect to each matter. Abstentions and broker non-votes had no effect on the vote outcome.
Resolution 1 – Ordinary Resolution to re-elect
Dr. Ali Behbahani as a Director:
For | |
Against | |
Abstain | |
Broker Non-Votes |
659,159,084 | |
53,163,760 | |
403,404 | |
258,938,884 |
Resolution 2 – Ordinary Resolution to re-elect
Mr. John Furey as a Director:
For | |
Against | |
Abstain | |
Broker Non-Votes |
702,612,578 | |
9,702,490 | |
411,180 | |
258,938,884 |
Resolution 3 – Ordinary Resolution to re-elect
Mr. James Noble as a Director:
For | |
Against | |
Abstain | |
Broker Non-Votes |
680,780,368 | |
31,775,912 | |
169,968 | |
258,938,884 |
Resolution 4 – Ordinary Resolution to re-appoint KPMG LLP
as auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders:
For | |
Against | |
Abstain | |
Broker Non-Votes |
708,868,248 | |
3,753,918 | |
104,082 | |
258,938,884 |
Resolution 5 – Ordinary Resolution to authorize the Audit Committee
to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2022:
For | |
Against | |
Abstain | |
Broker Non-Votes |
708,250,788 | |
4,107,408 | |
368,052 | |
258,938,884 |
Resolution 6 – Ordinary Resolution to receive
the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2021 and to note that the Directors do not recommend
the payment of any dividend for the year ended December 31, 2021:
For | |
Against | |
Abstain | |
Broker Non-Votes |
708,343,668 | |
4,055,796 | |
326,784 | |
258,938,884 |
Resolution 7 – Ordinary Resolution to approve,
on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2021:
For | |
Against | |
Abstain | |
Broker Non-Votes |
676,250,162 | |
12,745,380 | |
23,730,706 | |
258,938,884 |
Resolution 8 – Ordinary Resolution to receive
and approve the Company’s U.K. statutory Directors’ remuneration report for the year ended December 31, 2021:
For | |
Against | |
Abstain | |
Broker Non-Votes |
679,237,246 | |
9,914,362 | |
23,574,640 | |
258,938,884 |
Resolution 9 –
Ordinary Resolution to authorize the Directors, in accordance with section 551 of the U.K. Companies
Act 2006 (the “2006 Act”), to allot shares in the Company or grant rights to subscribe for or to convert any security into
shares:
For | |
Against | |
Abstain | |
Broker Non-Votes |
701,279,300 | |
10,821,658 | |
625,290 | |
258,938,884 |
Resolution 10 – Special Resolution to empower
the Directors to allot equity securities for cash pursuant to section 570(1) of the 2006 Act as if section 561(1) of the 2006 Act did
not apply to such allotment:
For | |
Against | |
Abstain | |
Broker Non-Votes |
666,802,862 | |
45,247,864 | |
675,522 | |
258,938,884 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
|
ADAPTIMMUNE THERAPEUTICS PLC |
|
|
|
Date: May 25, 2022 |
By: |
/s/ Margaret Henry |
|
|
Name: Margaret Henry |
|
|
Title: Corporate Secretary |
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