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, 2024
Commission File Number: 001-40795
ON HOLDING AG
(Exact name of registrant as specified in its
charter)
Förrlibuckstrasse 190
8005 Zurich, Switzerland
Tel: +41 44 225 1555
Fax: +41 44 225 1556
(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:
Annual General Meeting Results
On May 23, 2024, On Holding AG (“On Holding”)
held its Annual General Meeting of Shareholders. The final results of the agenda items submitted to a vote of the shareholders are as
follows:
Agenda Item 1: Acknowledgement of the Annual Report and the Audit
Reports and Approval of the Management Report, the Annual Consolidated Financial Statements of On Holding AG and the Annual Financial
Statements of On Holding AG for 2023
On Holding shareholders acknowledged the Annual
Report and the Audit Reports and approved the Management Report, the Annual Consolidated Financial Statements of On Holding AG and the
Annual Financial Statements of On Holding AG for 2023.
Agenda Item 2: Appropriation of 2023 Financial Results
On Holding shareholders approved that the loss
for the year 2023 in the amount of KCHF 9,893.0 decreases the “profit carried forward” from the financial year 2022 of KCHF
46,100.4, resulting in a new balance of “profit carried forward” of KCHF 36,207.4.
Agenda Item 3: Approval of the Report on Non-Financial Matters
On Holding shareholders approved the Report on
Non-Financial Matters of On Holding AG for 2023.
Agenda Item 4: Discharge of the Members of the Board of Directors
and of the Executive Committee
On Holding shareholders approved that the members
of the Board of Directors and of the Executive Committee be discharged from liability for the financial year 2023.
Agenda Item 5: Re-Election of Alex Pérez as Proposed Representative
of the Holders of Class A Shares on the Board of Directors
On Holding shareholders approved the re-election
of Alex Pérez as representative of the holders of Class A shares on the Board of Directors for a term of office of one year (until
completion of the next Annual General Shareholders’ Meeting in 2025).
Agenda Item 6: Re-Elections of the Members of the Board of Directors
On Holding shareholders approved the re-election
of David Allemann, Amy Banse, Olivier Bernhard, Caspar Coppetti, Kenneth Fox, Alex Pérez and Dennis Durkin as members of the Board
of Directors, each for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2025).
Agenda Item 7: Election of new Member of the Board of Directors
On Holding shareholders approved the election of
Laura Miele as a new member of the Board of Directors for a term of office of one year (until completion of the next Annual General Shareholders’
Meeting in 2025). She will further serve as a member of the Audit Committee.
Agenda Item 8: Re-Elections of the Co-Chairmen of the Board of Directors
Agenda Item 8.1: Re-Election of David Allemann as Co-Chairman of
the Board of Directors
On Holding shareholders approved the re-election
of David Allemann as Co-Chairman of the Board of Directors for a term of office of one year (until completion of the next Annual General
Shareholders’ Meeting in 2025).
Agenda Item 8.2: Re-Election of Caspar Coppetti as Co-Chairman of
the Board of Directors
On Holding shareholders approved the re-election
of Caspar Coppetti as Co-Chairman of the Board of Directors for a term of office of one year (until completion of the next Annual General
Shareholders’ Meeting in 2025).
Agenda Item 9: Re-Elections of the Members of the Nomination and
Compensation Committee
On Holding shareholders approved the re-election
of Kenneth Fox, Alex Pérez and Amy Banse as members of the Nomination and Compensation Committee, each for a term of office of
one year (until completion of the next Annual General Shareholders’ Meeting in 2025).
Agenda Item 10: Re-Election of the Independent Proxy Representative
On Holding shareholders approved the re-election
of Anwaltskanzlei Keller AG (CHE-194.206.696), Splügenstrasse 8, 8002 Zurich, Switzerland, as Independent Proxy Representative for
a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2025).
Agenda Item 11: Re-Election of Statutory Auditors
On Holding shareholders approved the re-election
of PricewaterhouseCoopers AG (CHE-106.839.438), in Zurich, Switzerland, as statutory auditors of On Holding AG for a term of office of
one year (until completion of the next Annual General Shareholders’ Meeting in 2025).
Agenda Item 12: Compensation Report; Approval of the Compensation
of the Board of Directors and the Executive Committee
Agenda Item 12.1: Consultative Vote on the 2023 Compensation Report
On Holding shareholders took note of and endorsed
the 2023 Compensation Report in a consultative vote.
Agenda Item 12.2: Approval of the Maximum Aggregate Compensation
for the Non-Executive Members of the Board of Directors for the Period between the 2024 Annual General Shareholders’ Meeting and
the next Annual General Shareholders’ Meeting to be held in 2025
On Holding shareholders approved the maximum aggregate
compensation of CHF 2,000,000 for the non-executive members of the Board of Directors for the period between the 2024 Annual General Shareholders’
Meeting and the next Annual General Shareholders’ Meeting to be held in 2025.
Agenda Item 12.3: Approval of the Maximum Aggregate Compensation
for the Members of the Executive Committee for the Financial Year 2025
On Holding shareholders approved the maximum aggregate
compensation of CHF 26,000,000 for the members of the Executive Committee (including, where applicable, for their activities as executive
members of the Board of Directors) for the financial year 2025.
SIGNATURE
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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ON HOLDING AG |
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By: |
/s/ Martin Hoffmann |
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Name: |
Martin Hoffmann |
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Title: |
Chief Financial Officer and Co-Chief Executive Officer |
Date: May 23, 2024
EXHIBIT INDEX
Exhibit 99.1
PRESS RELEASE
Thursday, May 23, 2024
On Elects Laura Miele as a New Independent Member
of the Board of Directors
ZURICH, Switzerland, May 23, 2024 — Swiss performance
sportswear brand On (NYSE: ONON) announced today the election of Laura Miele as an additional independent member of the Board of Directors.
Ms. Miele will also serve as a member of the Audit Committee.
Caspar Coppetti, Co-Founder and Executive Co-Chairman of On, said:
“We are thrilled to welcome Laura to the On Board of Directors, and could not be happier for such a qualified and dedicated individual
to be joining our Board. This marks a significant step in On's journey to enhance the Board's collective expertise, ensuring we are well-prepared
to navigate future opportunities and challenges. We are confident that Laura will bring a valuable perspective and comprehensive experience
to the Board and the Audit Committee, where she will also serve as a member going forward.”
Laura Miele, newly elected Board member of On, said: “This business
and brand has incredible potential and impressive plans for the future. I look forward to working with my fellow Board members and supporting
the Management team for On’s next growth phase.”
Ms. Miele brings extensive experience as President of Electronic Arts
(EA) Entertainment & Technology, where she leads EA’s portfolio of licensed and owned IP, along with the company’s central
development services and CTO organizations. Before taking on the role of President of EA Entertainment & Technology in 2023, Ms. Miele
served as Chief Operating Officer for EA. She has played a key role in successfully executing several complex structural transformations
at EA over the past few decades, including leading the company’s transformation to digital delivery, expanding into new consumer
demographics, and actively growing EA’s player network. She also has broad international experience overseeing commercial, creative,
and central technology teams. In 2022, Ms. Miele was appointed as a Governor of the British Film Institute. She is a member of the Paley
Media Council, and the NAACP Entertainment Advocacy Council, an Advisory Board member for The Game Awards, and previously served on the
Board of the Silicon Valley Community Foundation.
The Board of Directors has determined that Ms. Miele satisfies the
independence requirements set forth in Rule 10A-3 under the Securities Exchange Act of 1934 and the NYSE listing standards applicable
to us, is financially literate and is an Audit Committee financial expert, as defined by the U.S. Securities and Exchange Commission.
About On
On was born in the Swiss Alps in 2010 with
the mission to ignite the human spirit through movement – a mission that still guides the brand today. Fourteen years after market
launch, On delivers industry-disrupting innovation in premium footwear, apparel and accessories for high-performance running, outdoor,
training, all-day activities and tennis. On’s award-winning CloudTec innovation, purposeful design and groundbreaking strides within
the circular economy have attracted a fast-growing global fan base – inspiring humans to explore, discover and Dream On.
On is present in more than 60 countries
globally and engages with a digital community on www.on.com.
Investor Contact:
On Holding AG
Jerrit Peter
investorrelations@on-running.com
or
ICR, Inc.
Brendon Frey
brendon.frey@icrinc.com
Media Contact:
On Holding AG
Ryan Greenwood
press@on-running.com
Source: On
Category: Corporate
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