-- Proposal of one-tier board structure
& appointment of three new directors --
Mechelen, Belgium; 24
March 2022,
21.01
CET; regulated information – Galapagos NV
(Euronext & NASDAQ: GLPG) published
its annual report for the
financial year 2021 and
announces extraordinary
and annual shareholders’ meetings
to be held sequentially
on Tuesday 26 April 2022 at 1:00 p.m.
(CET) and 2:00
p.m. (CET), respectively,
at the registered office of the
Company.
The annual report for the financial year 2021,
including a review of figures and performance, is available online
at https://www.glpg.com/financial-reports and can also be
downloaded as PDF. Our annual 2021 Form 20-F filing with the SEC is
available at www.sec.gov/edgar.
Furthermore, Galapagos NV (hereinafter the
Company) has the honor to invite its shareholders,
holders of subscription rights, members of the supervisory board
and statutory auditor to its extraordinary and annual shareholders’
meetings that will be held sequentially on Tuesday 26 April 2022 at
1:00 p.m. (CET) and 2:00 p.m. (CET), respectively, at the Company’s
registered office.
The items on the agenda of the extraordinary and
annual shareholders’ meetings include, amongst other items: i) the
amendment of the Company’s articles of association to implement a
one-tier board structure, ii) the appointment of Paul Stoffels* as
a director, iii) the appointments of Jérôme Contamine and Dan Baker
as independent directors, and iv) the approval of an amended
remuneration policy of the Company.
The supervisory board proposed a one-tier board
structure as it strongly believes that this unitary structure will
strengthen the decision-making processes and the agility of the
organization. The supervisory board’s considerations included that
a one-tier board would allow for increased information flow and
would provide directors with a greater understanding of the
Company’s business and strategy as the executive and non-executive
directors would be in direct and consistent contact. A unitary
board would also allow for fast approvals to execute on the
Company’s strategy to drive long-term shareholder value.
If approved, the new board of directors intends
to appoint Paul Stoffels* chair of the board. Paul Stoffels* has
been appointed CEO of the Company, effective as from 1 April 2022.
The board believes that the combined chair/CEO role will allow him
to fully leverage his leadership capabilities and to efficiently
set and implement the Company’s direction and strategy, including
business development opportunities.
To ensure that the independent directors can
continue to actively oversee the CEO and management, the new board
(if approved) also intends to appoint a lead non-executive director
if and as long as the CEO serves as chair. The role and
responsibility of the lead non-executive director will be to act as
the principal liaison between the non-executive members of the
(new) board and the chair/CEO, to ensure the independence of the
board of directors from the chair/CEO and executive management, to
support the chair/CEO and to ensure continuity within the board.
The lead non-executive director would have the authority to call
meetings of the non-executive directors at any time and would also
automatically be a vice-chair of the board of directors.
Biographies of proposed
new board members
Paul Stoffels*, MD was Vice
Chairman of the Executive Committee and CSO of Johnson &
Johnson, setting the company wide innovation agenda and leading the
pharmaceutical research and product pipeline as well as the
external initiatives. Prior to that, he was worldwide Chairman
Pharmaceuticals of Johnson & Johnson, which significantly
rejuvenated its product pipeline and adopted a transformational
R&D operating model, resulting in the launch of 25 innovative
medicines across the globe. Paul joined Johnson & Johnson in
2002, with the acquisition of Virco and Tibotec, where he was CEO
and Chairman, respectively, and led the development of several
breakthrough products for the treatment of HIV. Paul currently
serves as member of the supervisory board of Koninklijke Philips NV
and was a member of the board of directors of Galapagos NV from its
incorporation until 2002. Paul studied Medicine at the University
of Diepenbeek and University of Antwerp (both in Belgium) and
Infectious Diseases and Tropical Medicine at the Institute of
Tropical Medicine in Antwerp (Belgium).
Jérôme Contamine served as CFO
of Sanofi for more than nine years from 2009 until 2018. Prior to
joining Sanofi, he was CFO of Veolia from 2000 to 2009. He
previously held various operating functions at Total and served
four years as an auditor at the Cour des Comptes (the supreme body
responsible for auditing the use of public funds in France). Mr.
Contamine is a graduate of France’s École polytechnique, ENSAE
(École Nationale de la Statistique et de l’Administration
Économique) and École nationale d’administration. He held the
position of non-executive director at Valeo from 2006 to 2017. Mr.
Contamine currently serves as a non-executive director on the
boards of Société Générale and Total Energies.
Dan G Baker, MD joined
Janssen/Centocor in 2000, and as VP of Immunology R&D his
responsibilities included the clinical development of Remicade,
Simponi and Stelara as well as other programs in rheumatology, and
dermatology. He supervised and oversaw more than 15 regulatory
approvals in the US, Europe and Japan. Throughout his time at
Janssen he was responsible for evaluating business development
opportunities in the immunology space. Since his retirement from
Janssen in 2019 he has continued to be involved in bringing
therapies to patients. He raised capital (>A$20 million) to fund
and start an immunology company, KiRA Biotech, where he now acts as
CEO and as an executive director. Dan Baker received his B.A. in
Biology from Gettysburg College and his medical degree from the
University of Pennsylvania.
The full biographies of the proposed new board
members are available on our website.
*Stoffels IMC BV, permanently represented by Mr.
Paul Stoffels
In order to be admitted to the shareholders’
meetings to be held on 26 April 2022, the holders of securities
issued by the Company must comply with article 7:134 of the
Belgian Code of Companies and Associations and article 24 of
the Company’s articles of association, and fulfill the formalities
described in the convening notice. The convening notice and other
documents pertaining to the shareholders’ meetings can be consulted
on our website, www.glpg.com/shareholders-meetings.
In light of the COVID-19 pandemic, it is
currently envisaged that certain measures imposed by the Belgian
government to deal with this pandemic, such as the obligation to
guarantee a distance of 1.5 meters between each person, may still
be in effect as of Tuesday 26 April 2022 (i.e. the scheduled date
of the Company's shareholders' meetings). These measures are in the
interest of the health of individual securities holders, as well as
of the employees of the Company and others who are responsible for
organizing the shareholders' meetings. It can also not be excluded
that the Belgian government will again impose additional measures.
We are monitoring the situation closely and will, if necessary,
disclose additional relevant information and measures affecting the
shareholders’ meetings on the Galapagos website
(https://www.glpg.com/shareholders-meetings). In light of this, the
Company recommends that shareholders who wish to participate in the
annual shareholders' meetings, exercise as much as practically
possible the right to vote by letter or by proxy to the general
counsel of the Company. Moreover, holders of securities of the
Company are encouraged to exercise their right to ask questions
related to the items on the agenda of the shareholders' meetings in
writing and in advance. The modalities of the aforementioned ways
to participate in the shareholders’ meetings are set out in the
convening notice and in the relevant forms to vote by letter or by
proxy.
About
GalapagosGalapagos NV discovers, develops, and
commercializes small molecule medicines with novel modes of action.
Our pipeline comprises discovery through Phase 3 programs in
inflammation, fibrosis, and other indications. Our ambition is to
become a leading global biopharmaceutical company focused on the
discovery, development, and commercialization of innovative
medicines. More information at www.glpg.com.
ContactInvestors:Sofie
Van GijselHead of Investor Relations +1 781 296 1143
Sandra CauwenberghsDirector Investor Relations+32 495 58 46
63ir@glpg.com
Media:Marieke VermeerschHead of Corporate
Communication+32 479 490 603
media@glpg.com
Forward-looking statements
This press release includes forward-looking
statements. Such forward-looking statements are not guarantees of
future results or events. When used in this press release, the
words “may,” “who,” “will,” “agenda,” “propose,” “believe,”
“envisaged,” “would,” “if,” “ensure,” “intend,” “become,” and
similar expressions are intended to identify forward-looking
statements. These statements include, but are not limited to,
statements regarding the proposed one-tier board structure, the
appointment of Paul Stoffels* as combined CEO/chair, and the
appointment of the two new directors and a lead non-executive
director. Such forward-looking statements are not guarantees of
future results and are subject to risks, uncertainties and other
factors that could cause actual results, performance or
achievements to differ materially from those referred to in the
forward-looking statements and, therefore, the reader should not
place undue reliance on them. These risks, uncertainties and other
factors include, without limitation: risks related to the
shareholders not approving the proposed one-tier board structure or
any other proposal, the risk that we may not be able to realize the
expected benefits from the proposed one-tier board structure, the
risk that we may not be able to realize the expected benefits of
the appointment of the combined chair/CEO, the lead non-executive
director, or any other director, and risks related to the ongoing
COVID-19 pandemic. For a discussion of other risks and
uncertainties and other important factors, any of which could cause
our actual results, performance or achievements to differ from
those contained in the forward-looking statements, see the section
entitled “Risk Factors” in our most recent Annual Report on Form
20-F filed with the U.S. Securities and Exchange Commission (SEC),
as supplemented and/or modified by any other filings and reports
that we have made or will make with the SEC in the future. These
forward-looking statements speak only as of the date hereof, and
Galapagos makes no commitment to update any forward-looking
statements in this document, unless specifically required by
law or regulation.
DisclaimerThe contents of our
website, including the annual report for the financial year 2021,
and any other website that may be accessed from our website, shall
not be deemed incorporated by reference in any filing under the
Securities Act of 1933.
- Galapagos publishes 2021 annual report and announces
extraordinary and annual shareholders’ meetings
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