Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
20 December 2023 - 2:38AM
Edgar (US Regulatory)
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 December 2023
Commission File No. 001-35193
Grifols, S.A.
(Translation of registrant’s name into English)
Avinguda de la Generalitat, 152-158
Parc de Negocis Can Sant Joan
Sant Cugat del Valles 08174
Barcelona, Spain
(Address of registrant’s principal executive
office)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Grifols, S.A.
TABLE OF CONTENTS
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Grifols,
S.A. |
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Avinguda de la Generalitat 152-158
08174 Sant Cugat del Vallès
Barcelona - ESPAÑA |
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Tel. [34] 935 710 500 |
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Fax [34] 935 710 267 |
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www.grifols.com |
Pursuant to the provisions of article
227 of the Law 6/2023, of 17 March, on Securities Markets and Investment Services, Grifols, S.A. (“Grifols” or the “Company”)
hereby informs about the following
OTHER RELEVANT INFORMATION
The Company’s Board of Directors informs
that it has resolved, in its meeting held on 18 December 2023, to unanimously approve, among others, the following resolutions:
| · | Amend
the Company’s Internal Regulations of the Board of Directors in the terms set forth in Annex
I to adapt it to the Good Governance Code on listed companies. The new revised text of the
Regulations will be notified to the Spanish Securities Market Commission (CNMV) through the
procedure provided for this purpose and is also available on the Company’s corporate website
(www.grifols.com). The Regulations will also be filed with the Commercial Registry
for registration and the amendments will be reported at the next General Shareholders’ Meeting. |
| · | Accept the resignation tendered by Mr.
Tomás Dagá Gelabert from his office as Vice-Secretary of the Board of Directors
and to appoint Ms. Laura de la Cruz Galán as the new Vice-Secretary non-member of
the Board of Directors. |
In Barcelona, on 19 December 2023
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| Nuria Martín Barnés |
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| Secretary to the Board of Directors |
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Annex I
THE REGULATIONS OF THE
INTERNAL FUNCTIONING OF THE
BOARD OF DIRECTORS OF “GRIFOLS
S.A.”
Article 13. The Executive Committee
| 1. | The Executive Committee, if any, will
be composed of a number of Directors who in each case are determined by the Board of Directors,
with a minimum of three (3) and a maximum of seven (7). |
The qualitative composition of the
Executive Committee shall reasonably reflect the composition of the Board and the balance established in this body among Executive, Proprietary
and Independent Directors.
| 2. | The adoption of appointment resolutions
for the members of the Executive Committee will require a favourable vote from at least two-thirds
(2/3) of the members of the Board of Directors. |
| 3. | The Chairperson of the Board of Directors
will act as Chairperson of the Executive Committee and the duties of Secretary will be carried
out by (a) the Secretary, or (b) a Vice-Secretary of the Board of Directors, at his/her choosing,
who may be assisted or, as the case may be, substituted by (a) the Secretary or the following
Vice-Secretaries, according to priority (when the duties are carried out by a Vice-Secretary),
or (b) a Vice-Secretary, according to priority (when the duties are carried out by the Secretary). |
THE REGULATIONS OF THE
INTERNAL FUNCTIONING OF THE
BOARD OF DIRECTORS OF “GRIFOLS
S.A.”
Article 13. The Executive Committee
| 1. | The Executive Committee, if any, will
be composed of a number of Directors who in each case are determined by the Board of Directors,
with a minimum of three (3) and a maximum of seven (7). The Executive
Committee shall consist of at least two non-executive Directors, at least one of whom shall
be independent. |
The qualitative
composition of the Executive Committee shall reasonably reflect the composition of the Board and the balance established in this body
among Executive, Proprietary and Independent Directors.
| 2. | The adoption of appointment resolutions
for the members of the Executive Committee will require a favourable vote from at least two-thirds
(2/3) of the members of the Board of Directors. |
| 3. | The Chairperson of the Board of Directors
will act as Chairperson of the Executive Committee and the duties of Secretary will be carried
out by (a) the Secretary, or (b) a Vice-Secretary of the Board of Directors, at his/her choosing,
who may be assisted or, as the case may be, substituted by (a) the Secretary or the following
Vice-Secretaries, according to priority (when the duties are carried out by a Vice-Secretary),
or (b) a Vice-Secretary, according to priority (when the duties are
carried out by the Secretary). |
| 4. | The permanent delegation of powers
by the Board of Directors in favour of the Executive Committee shall comprise all the powers
of the Board, except those of a legal or institutional nature that cannot be delegated or
those that cannot be delegated by virtue of what is established in these Regulations. |
| 5. | The Executive Committee will endeavour
to hold its general meetings on a monthly basis. However, it shall always meet when the Chairperson
calls a meeting or it is requested by one-third (1/3) of its members. |
| 6. | In those cases that, at the judgement
of the Chairperson or one third (1/3) of the members of the Executive Committee when exercising
their duties, and the importance of the matter so advises, the agreements adopted by the
Committee shall be subject to the ratification of the Board of Directors in full. |
The same applies to those matters
that the Board has referred to the Executive Committee for study, reserving the right to make the final decision.
In any other cases, the resolutions
adopted by the Executive Committee shall be valid and binding, without the need for later ratification by the Board in full. In the case
of a tied vote, the vote of the Chairperson shall be final.
| 7. | The Executive Committee must inform
the Board of matters discussed and of resolutions adopted during its meetings. All the members
of the Board shall receive a copy of the minutes of the Executive Committee meetings. |
| 4. | The permanent delegation of powers
by the Board of Directors in favour of the Executive Committee shall comprise all the powers
of the Board, except those of a legal or institutional nature that cannot be delegated or
those that cannot be delegated by virtue of what is established in these Regulations. |
| 5. | The Executive Committee will endeavour
to hold its general meetings on a monthly basis. However, it shall always meet when the Chairperson
calls a meeting or it is requested by one-third (1/3) of its members. |
| 6. | In those cases that, at the judgement
of the Chairperson or one third (1/3) of the members of the Executive Committee when exercising
their duties, and the importance of the matter so advises, the agreements adopted by the
Committee shall be subject to the ratification of the Board of Directors in full. |
The same applies to those matters
that the Board has referred to the Executive Committee for study, reserving the right to make the final decision.
In any other cases, the resolutions
adopted by the Executive Committee shall be valid and binding, without the need for later ratification by the Board in full. In the case
of a tied vote, the vote of the Chairperson shall be final.
| 7. | The Executive Committee must inform
the Board of matters discussed and of resolutions adopted during its meetings. All the members
of the Board shall receive a copy of the minutes of the Executive Committee meetings. |
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, thereto duly authorized.
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Grifols, S.A. |
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By: |
/s/
David I. Bell |
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Name: |
David I. Bell |
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Title: |
Authorized Signatory |
Date: December 19, 2023
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