Zealand Pharma convenes its Annual General Meeting 2021
Company Announcement – No. 13 / 2021
Zealand Pharma convenes its Annual General Meeting 2021
Copenhagen, 16 March, 2021 – Zealand Pharma A/S (the "Company") convenes the Annual General Meeting of the Company to be held on
Thursday April 15, 2021 at 3:00 pm (CEST)
In accordance with Article 11.1 of the Company's Articles of Association the Annual General Meeting will be held as a completely electronic meeting without the possibility of physical attendance. Participation in the Annual General Meeting will solely take place via the internet as further set out in this notice.
Agenda:
| (1) Management’s report on the Company's activities during the past financial year |
| (2) Approval of the audited Annual Report 2020 |
| (3) Resolution on the cover of loss in accordance with the approved Annual Report 2020 |
| (4) Election of members to the Board of Directors |
| (5) Election of the auditor |
| (6) Authorization for the Company to acquire treasury shares directly and/or acquire American depositary shares |
| (7) Proposal from the Board of Directors to amend the Company's Remuneration Policy1 |
| a. Adoption of a revised Remuneration Policy including proposed amendments relating to the remuneration of the Board of Directors and the Executive Management |
| b. Adoption of a revised Remuneration Policy including proposed amendments relating to the remuneration of the Executive Management |
| (8) Proposal from the Board of Directors to approve the Company's Remuneration Report |
| (9) Proposal from the Board of Directors to approve the fees for the Board of Directors for the financial year 20212 |
| a. Approval of fees for the Board of Directors for the financial year 2021 in accordance with the proposed new Remuneration Policy set forth in agenda item 7a |
| b. Approval of fees for the Board of Directors for the financial year 2021 in accordance with the proposed new Remuneration Policy set forth in agenda item 7b |
| (10) Proposal from the Board of Directors to approve a new authorization to increase the share capital of the Company by way of cash contribution without pre-emption rights for the Company's existing shareholders and at market price |
| (11) Any other business |
The Annual General Meeting will be held in English.
The notice to convene the Annual General Meeting as well as the proxy/ postal vote forms are available on the Company’s website via the following link: www.zealandpharma.com/annual-general-meeting/.
The notice to convene is enclosed to this announcement, and the following should be noted:
Agenda item no. 4: The board members elected by the General Meeting are elected on an annual basis.
All of the incumbent board members are standing for re-election and the Board of Directors proposes, in accordance with the recommendation from the Nomination Committee, re-election of all the members:
- Alf Gunnar Martin Nicklasson
- Kirsten Aarup Drejer
- Alain Munoz
- Jeffrey Berkowitz
- Michael John Owen
- Leonard Kruimer
- Bernadette Mary Connaughton
For a description of the nominated candidates, see Appendix 1 to the notice.
For further information, please contact:
Zealand Pharma Investor Relations
Maeve Conneighton
Argot Partners
investors@zealandpharma.com
Zealand Pharma Media Relations
David Rosen
Argot Partners
media@zealandpharma.com
About Zealand Pharma A/S
Zealand Pharma A/S (Nasdaq Copenhagen and New York: ZEAL) ("Zealand") is a biotechnology company focused on the discovery and development of innovative peptide-based medicines. More than 10 drug candidates invented by Zealand have advanced into clinical development, of which two have reached the market. Zealand’s current pipeline of internal product candidates focus on specialty gastrointestinal and metabolic diseases. Zealand’s portfolio also includes two clinical license collaborations with Boehringer Ingelheim and pre-clinical license collaboration with Alexion Pharmaceuticals.
Zealand is based in Copenhagen (Søborg), Denmark. For further information about the Company's business and activities, please visit www.zealandpharma.com or follow Zealand on LinkedIn or Twitter @ZealandPharma.
Zealand convenes its Annual General Meeting 2021
Notice to convene the Annual General Meeting of Zealand Pharma A/S (CVR no. 20 04 50 78) (the "Company").
The Board of Directors of the Company hereby convenes the Annual General Meeting of the Company to be held on:
Thursday April 15, 2021 at 3:00 pm (CEST)
In accordance with Article 11.1 of the Company's Articles of Association the Annual General Meeting will be held as a completely electronic meeting without the possibility of physical attendance. Participation in the Annual General Meeting will solely take place via the internet as further set out in this notice.
Agenda:
(1) Management’s report on the Company's activities during the past financial year
(2) Approval of the audited Annual Report 2020
(3) Resolution on the cover of loss in accordance with the approved Annual Report 2020
(4) Election of members to the Board of Directors
(5) Election of the auditor
(6) Authorization for the Company to acquire treasury shares directly and/or acquire American depositary shares
(7) Proposal from the Board of Directors to amend the Company's Remuneration Policy3
a. Adoption of a revised Remuneration Policy including proposed amendments relating to the Board of Directors and the Executive Management
b. Adoption of revised Remuneration Policy including proposed amendments relating to the Executive Management
(8) Proposal from the Board of Directors to approve the Company's Remuneration Report
(9) Proposal from the Board of Directors to approve the fees for the Board of Directors for the financial year 20214
a. Approval of fees for the Board of Directors for the financial year 2021 in accordance with the proposed new Remuneration Policy set forth in agenda item 7a
b. Approval of fees for the Board of Directors for the financial year 2021 in accordance with the proposed new Remuneration Policy set forth in agenda item 7b
(10) Proposal from the Board of Directors to approve a new authorization to increase the share capital of the Company by way of cash contribution without pre-emption rights for the Company's existing shareholders and at market price
(11) Any other business
Complete proposals:
Re item (2):
The Board of Directors proposes that the Annual Report 2020 is approved.
Re item (3):
The Board of Directors proposes that the annual result, which is a loss of TDKK 846,729 is carried forward to the following year.
Re item (4):
The board members elected by the General Meeting are elected on an annual basis.
All of the incumbent board members are standing for re-election and the Board of Directors proposes, in accordance with the recommendation from the Nomination Committee, re-election of all the members:
- Alf Gunnar Martin Nicklasson
- Kirsten Aarup Drejer
- Alain Munoz
- Jeffrey Berkowitz
- Michael John Owen
- Leonard Kruimer
- Bernadette Mary Connaughton
For a description of the nominated candidates, see Appendix 1 to this notice.
Re item (5):
The Board of Directors proposes the re-election of EY Godkendt Revisionspartnerselskab, CVR no.: 30 70 02 28, in accordance with the recommendation of the Audit Committee. The Audit Committee has not been influenced by third parties and has not been subject to any agreement with third parties that limits the General Meeting to electing certain auditors or audit firms as auditor.
Re item (6):
The Board of Directors requests that the General Meeting authorizes the Company to acquire, during the period until the next Annual General Meeting, treasury shares directly and/or acquire American depositary shares, provided the acquisition, pursuant to Section 197 of the Danish Companies Act, can be financed by funds that could otherwise be distributed as ordinary dividends. The Company's aggregated acquisition of treasury shares and American depositary shares shall not exceed a total nominal value of 10 % of the Company's share capital at any given time. The acquisition price for the treasury shares may not deviate by more than 10 % from the quoted price for the Company’s shares on Nasdaq Copenhagen at the time of purchase, and the acquisition price for the American depositary shares may not deviate by more than 10 % from the quoted price for the American depositary shares traded on NASDAQ Global Select Market in the United States at the time of purchase. The Company may surrender any acquired American depositary shares to the depositary enabling the Company to take delivery of the underlying shares.
Re item (7):
Re item (7a):
The Board of Directors proposes that the General Meeting approves the revised Remuneration Policy of the Company.
The Company's existing Remuneration Policy was adopted at the Company's Annual General Meeting 2020 in accordance with Section 139 of the Danish Companies Act.
Compared to the existing Remuneration Policy, the revised Remuneration Policy involves the following material amendments:
- Amendment of clause 2.1 on the determination of the Remuneration Policy, thus, any (and not only material) changes to the Remuneration Policy shall be subject to approval by the general meeting.
- Amendment of clause 3 on the remuneration of the Board of Directors implying the following changes:
- Introduction of an equity component in the form of Restricted Stock Units (RSUs) to the remuneration package of the Board of Directors.
- Introduction of a holding requirement with a 5-year deadline combined with a restrain for disposal of shares awarded from RSUs, until the holding requirement is met.
- Amendment of clause 4 on the remuneration of the Executive Management implying the following changes:
- Downwards adjustment of target from
60% to40% for cash payments according to the Company's short-term incentive program (STI) to members of the Executive Management (other than the CEO). - Amendments to the Company's long-term incentive program (LTI), thus, the combination of share-based instruments is changed to RSUs (
25% of total LTI) and Performance Share Units (PSUs) (75% of total LTI). PSUs are based on both market goals and operational goals. Warrants are no longer included in the LTI. The cap for the total number of share-based instruments granted under the Company's LTI program is lowered from10% to5% of the total number of shares in the Company. - Introduction of a holding requirement with a 5-year deadline combined with certain restrains for disposal of shares awarded from PSUs and/or RSUs, until the holding requirement is met.
- Increase of the cap for other customary benefits from
5% to10% of the fixed annual salary. - Amendments to the Board of Directors' possiblity for payment of extraordinary one-off bonuses or LTI grants, thus, such extraordinary payments may only be paid in the form of sign-on bonuses or in case of specific events involving changes of control.
- Downwards adjustment of target from
- Amendment of clause 5 on the other terms on the Executive Management implying the following changes:
- Downwards adjustment of termination notices from 12 months to 8 months (for termination by the Company), and 6 months to 3 months (for termination by members of the Executive Management).
- Amendments to the caps for severance payments in case of termination, thus, severance payments cannot exceed 12 months salary (including all remuneration components) to members of the Executive Management and 18 months salary to the CEO. The Company's existing Remuneration Policy has a cap at
50% of the total remuneration of all members of the Executive Management, including the CEO. - Deletion of the clause on derogation from the Remuneration Policy, thus, the possibility to derogate from the Remunreation Policy in exceptional circumstances is ommitted.
Additional information on the above-mentioned material amendments is available in Exhibit 1 to the draft revised Remuneration Policy which is available on the Company's website: https://www.zealandpharma.com/annual-general-meeting.
The reason for the proposed amendments of the Remuneration Policy is among others to ensure that the Company's remuneration structure, especially the LTI program, enables the Company to attract and retain talented members of the Board of Directors and the Executive Management and to seek further alignment with US standards.
The adopted Remuneration Policy will be uploaded on the Company's website: https://www.zealandpharma.com/corporate-governance after the General Meeting.
Re item (7b):
The proposal under this item 7b is subject to the General Meeting's rejection of the revised Remuneration Policy presented under item 7a. Thus, the proposal under this item 7b will lapse accordingly if item 7a is adopted by the General Meeting. In this case, the proposal under item 7a (only) will be presented to the General Meeting.
The Board of Directors proposes that the General Meeting approves the revised Remuneration Policy of the Company.
The Company's existing Remuneration Policy was adopted at the Company's Annual General Meeting 2020 in accordance with Section 139 of the Danish Companies Act.
Compared to the existing Remuneration Policy, the revised Remuneration Policy involves the following material amendments:
- Amendment of clause 2.1 on the determination of the Remuneraiton Policy, thus, any (and not only material) changes to the Remuneration Policy shall be subject to approval by the General Meeting.
- Amendment of clause 4 on the remuneration of the Executive Management implying the following changes:
- Downwards adjustment of target from
60% to40% for cash payments according to the Company's short-term incentive program (STI) to members of the Executive Management (other than the CEO). - Amendments to the Company's long-term incentive program (LTI), thus, the combination of share-based instruments is changed to RSUs (
25% of total LTI) and Performance Share Units (PSUs) (75% of total LTI). PSUs are based on both market goals and operational goals. Warrants are no longer included in the LTI. The cap for the total number of share-based instruments granted under the Company's LTI program is lowered from10% to5% of the total number of shares in the Company. - Introduction of a holding requirement with a 5-year deadline combined with certain restrains for disposal of shares awarded from PSUs and/or RSUs, until the holding requirement is met.
- Increase of the cap for other customary benefits from
5% to10% of the fixed annual salary. - Amendments to the Board of Directors' possiblity for payment of extraordinary one-off bonuses or LTI grants, thus, such extraordinary payments may only be paid in the form of sign-on bonuses or in case of specific events involving changes of control.
- Downwards adjustment of target from
- Amendment of clause 5 on the other terms on the Executive Management implying the following changes:
- Downwards adjustment of termination notices from 12 months to 8 months (for termination by the Company), and 6 months to 3 months (for termination by members of the Executive Management).
- Amendments to the caps for severance payments in case of termination, thus, severance payments cannot exceed 12 months salary (including all remuneration components) to members of the Executive Management and 18 months salary to the CEO. The Company's existing Remuneration Policy has a cap at
50% of the total remuneration of all membe
