Current Report Filing (8-k)
May 29 2020 - 7:08AM
Edgar (US Regulatory)
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2020-05-28
2020-05-29
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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 29, 2020
ADAPTIMMUNE THERAPEUTICS PLC
(Exact name of registrant as specified
in its charter)
England and Wales
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1-37368
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Not Applicable
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which
registered
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American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share
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ADAP
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The Nasdaq Global Select Market
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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
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Submission of Matters to a Vote of Security Holders.
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Adaptimmune Therapeutics plc (the “Company”) held
its annual general meeting (the “Annual Meeting”) on May 29, 2020. There were approximately 780,654,630 ordinary shares
entitled to vote at the Annual Meeting based on the number of issued ordinary shares outstanding as of May 27, 2020, of which approximately
724,125,752 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
631,200,566 shares, or approximately 80.86%, 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 29, 2020 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 20, 2020.
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 Mr. Adrian Rawcliffe as a Director:
For
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Against
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Abstain
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Broker Non-Votes
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630,610,400
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358,974
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231,192
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149,454,020
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Resolution 2 – Ordinary Resolution
to re-elect Ms. Barbara Duncan as a Director:
For
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Against
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Abstain
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Broker Non-Votes
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625,735,058
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5,281,884
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183,624
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149,454,020
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Resolution 3 – Ordinary Resolution
to re-elect Dr. Tal Zaks as a Director:
For
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Against
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Abstain
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Broker Non-Votes
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626,575,898
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4,438,590
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186,078
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149,454,020
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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
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Against
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Abstain
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Broker Non-Votes
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630,802,802
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243,438
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154,326
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149,454,020
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Resolution 5 – Ordinary Resolution to authorize the Audit
Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2020:
For
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Against
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Abstain
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Broker Non-Votes
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630,195,362
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834,240
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170,964
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149,454,020
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Resolution 6 – Ordinary Resolution
to receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2019 and to note that the Directors
do not recommend the payment of any dividend for the year ended December 31, 2019:
For
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Against
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Abstain
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Broker Non-Votes
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629,979,896
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1,086,930
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133,740
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149,454,020
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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, 2019:
For
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Against
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Abstain
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Broker Non-Votes
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624,514,856
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1,969,536
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4,716,174
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149,454,020
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Resolution 8 – Ordinary Resolution
to receive and approve the Company’s U.K. statutory Directors’ remuneration report for the year ended December 31,
2019:
For
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Against
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Abstain
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Broker Non-Votes
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629,334,818
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1,648,878
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216,870
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149,454,020
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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
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Against
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Abstain
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Broker Non-Votes
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628,161,536
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2,813,088
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225,942
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149,454,020
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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
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Against
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Abstain
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Broker Non-Votes
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615,094,422
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15,884,528
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221,616
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149,454,020
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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.
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ADAPTIMMUNE THERAPEUTICS PLC
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Date: May 29, 2020
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By:
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/s/ Margaret Henry
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Name: Margaret Henry
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Title: Corporate Secretary
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