Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
May 20 2022 - 8:01AM
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 May 2022
Commission File Number: 001-40850
Exscientia plc
(Translation of registrant’s name into
English)
The Schrödinger Building
Oxford Science Park
Oxford OX4 4GE
United Kingdom
(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: x Form 20-F ¨ 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): ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Annual General Meeting Results
On May 18, 2022, Exscientia plc (the “Company”) held
its 2022 annual general meeting of shareholders (the “AGM”). At the AGM, the holders of 68,822,757 votes of the Company’s
ordinary shares, which may be represented by American Depositary Shares (“ADSs”), were represented in person or by proxy,
constituting a quorum. Voting at the AGM was conducted by way of a poll, and each ordinary share, which may be represented by ADSs, issued
and outstanding as of the close of business on the Record Date was entitled to one (1) vote on each resolution at the AGM.
The following are the voting results for the proposals considered
and voted upon at the AGM, each of which was an ordinary resolution requiring a simple majority:
Proposal 1: To receive and adopt the accounts of the Company for
the year ended 31 December 2021 together with the reports of the Directors and the auditors thereon
For | | |
Against | | |
Votes Withheld | |
| 68,200,363 | | |
| 7,301 | | |
| 617,403 | |
Proposal 2: To approve the Directors’ Remuneration Report
For | | |
Against | | |
Votes Withheld | |
| 68,277,477 | | |
| 532,412 | | |
| 15,178 | |
Proposal 3: To approve the Directors’ Remuneration Policy
For | | |
Against | | |
Votes Withheld | |
| 64,917,784 | | |
| 3,885,220 | | |
| 22,063 | |
Proposal 4: To re-appoint Robert Ghenchev as a Director of the
Company
For | | |
Against | | |
Votes Withheld | |
| 66,957,840 | | |
| 1,859,405 | | |
| 7,822 | |
Proposal 5: To re-appoint PricewaterhouseCoopers LLP as the Company’s
auditors
For | | |
Against | | |
Votes Withheld | |
| 68,514,342 | | |
| 308,415 | | |
| 2,310 | |
Proposal 6: To authorise the Directors of the Company to determine
the auditors’ remuneration
For | | |
Against | | |
Votes Withheld | |
| 68,764,100 | | |
| 48,508 | | |
| 12,459 | |
Proposal 7: To approve: (i) the form of share repurchase contracts
(the “Share Repurchase Contracts”); and (ii) the counterparties with whom the Company may enter into a Share Repurchase
Contract, provided that, unless previously renewed, varied, or revoked by the Company at a general meeting, this authority shall expire
on the fifth anniversary of the AGM
For | | |
Against | | |
Votes Withheld | |
| 61,476,142 | | |
| 1,805,282 | | |
| 5,543,643 | |
Proposal 8: To approve the form of the deferred shares repurchase
contract (the “Deferred Shares Repurchase Contract”), for the purchase by the Company of its deferred shares of £0.01
each, and the Company be and is hereby authorised to enter into the Deferred Share Repurchase Contract (such authority to expire on May 17
2027)
For | | |
Against | | |
Votes Withheld | |
| 68,477,878 | | |
| 309,598 | | |
| 37,591 | |
Based on the foregoing votes, the shareholders approved all of the
proposals. The results were in line with the recommendations made by the Company’s board
of directors.
The information in this Report on Form 6-K is hereby incorporated
by reference into the Company’s Registration Statement on Form S-8 (Registration No. 333-260315).
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, thereunto duly authorized.
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EXSCIENTIA PLC
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Date: |
May 20, 2022 |
By: |
/s/ Andrew Hopkins |
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Name: |
Andrew Hopkins |
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Title: |
Chief Executive Officer |
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