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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):
June 1, 2026
ADC Therapeutics SA
(Exact Name of Registrant as Specified in Its Charter)
|
Switzerland
(State or Other Jurisdiction of Incorporation)
|
001-39071
(Commission File Number)
|
N/A
(IRS Employer Identification Number)
|
|
Biopôle
Route de la Corniche 3B
1066 Epalinges
Switzerland
(Address of Principal Executive Offices) (Zip Code)
|
+41 21 653 02 00
(Registrant’s Telephone Number)
|
N/A
(Former Name or Former Address, if Changed Since
Last Report)
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 (see General Instruction A.2.
below):
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
| Common Shares, par value CHF 0.08 per share |
ADCT |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 C.F.R. §230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 C.F.R. §240.12b-2). 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. Submission of Matters to a Vote of Security Holders.
ADC Therapeutics SA (the “Company”) held its 2026 annual
general meeting of shareholders (the “Annual Meeting”) on June 1, 2026. The Company previously filed with the Securities and
Exchange Commission a definitive proxy statement and related materials pertaining to the Annual Meeting, which describe in detail each
proposal submitted to shareholders at the Annual Meeting. All proposals submitted to the shareholders at the Annual Meeting were approved.
The final results for the votes regarding each proposal are set forth below.
Proposal #1: Approving the management report, annual financial
statements and consolidated financial statements
The shareholders approved the management report, the annual financial
statements and the consolidated financial statements for the year ended December 31, 2025 and acknowledged the auditors’ report
for the year ended December 31, 2025. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| 79,705,454 |
5,910 |
3,889,590 |
— |
Proposal #2: Approving, on an advisory basis under Swiss law,
the compensation report
The shareholders approved, in a non-binding advisory vote, the compensation
report for the year ended December 31, 2025. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| 64,289,299 |
1,242,782 |
3,815,289 |
14,253,584 |
Proposal #3: Discharging the members of the board of directors
and the executive committee from liability
The shareholders approved that the members of the board of directors
and the executive committee be discharged from liability for the year ended December 31, 2025. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| 63,695,590 |
86,523 |
3,966,182 |
14,253,584 |
Proposal #4: Approving the appropriation of the financial results
The shareholders approved that the net loss for the year ended December
31, 2025 be carried forward. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| 79,774,946 |
8,511 |
3,817,497 |
— |
Proposal #5: Reelecting directors
The shareholders reelected the following directors for a one-year term,
beginning as of the Annual Meeting and ending at the closing of the 2027 annual general meeting of shareholders. The voting results were
as follows:
| NAME |
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| Ron Squarer |
65,109,377 |
416,194 |
3,821,799 |
14,253,584 |
| Robert Azelby |
65,094,726 |
429,835 |
3,822,809 |
14,253,584 |
| Jean-Pierre Bizzari |
63,631,611 |
1,852,731 |
3,863,025 |
14,253,587 |
| Timothy Coughlin |
65,198,947 |
327,049 |
3,821,374 |
14,253,584 |
| Peter Hug |
64,927,601 |
556,545 |
3,863,224 |
14,253,584 |
| Ameet Mallik |
65,133,390 |
387,036 |
3,826,944 |
14,253,584 |
| Viviane Monges |
64,918,973 |
556,772 |
3,871,625 |
14,253,584 |
| Tyrell Rivers |
64,796,462 |
729,534 |
3,821,374 |
14,253,584 |
| Victor Sandor |
65,151,213 |
373,932 |
3,822,225 |
14,253,584 |
Proposal #6: Reelecting compensation committee members
The shareholders reelected the following members of the compensation
committee for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2027 annual general meeting of shareholders.
The voting results were as follows:
| NAME |
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| Robert Azelby |
65,136,589 |
388,421 |
3,822,360 |
14,253,584 |
| Peter Hug |
65,014,833 |
469,178 |
3,863,359 |
14,253,584 |
| Victor Sandor |
65,145,109 |
380,752 |
3,821,509 |
14,253,584 |
Proposal #7: Reelecting the Independent Proxy
The shareholders reelected PHC Notaires, in Lausanne, Switzerland,
as the Independent Proxy for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2027 annual general
meeting of shareholders. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| 79,756,534 |
17,712 |
3,826,708 |
— |
Proposal #8: Reelecting the auditors
The shareholders reelected PricewaterhouseCoopers SA as the statutory
auditor and independent registered public accounting firm for the year ending December 31, 2026. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| 79,747,180 |
31,325 |
3,822,449 |
— |
Proposal #9: Approving, on a binding basis under Swiss law,
the compensation of the board of directors and the executive committee
The shareholders approved, on a binding basis under Swiss law, that
(i) the maximum aggregate amount of compensation for the members of the board of directors for the period between the Annual Meeting and
the 2027 annual general meeting of shareholders be set at $2,500,000 (Proposal #9a), (ii) the maximum aggregate amount of fixed compensation
for the members of the executive committee for the year ending December 31, 2027 be set at $2,600,000 (Proposal #9b) and (iii) the maximum
aggregate amount of variable compensation for the members of the executive committee for the year ending December 31, 2026 be set at $5,500,000
(Proposal #9c). The voting results were as follows:
| PROPOSAL |
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| #9a |
48,456,972 |
16,977,874 |
3,912,524 |
14,253,584 |
| #9b |
64,981,047 |
439,267 |
3,927,056 |
14,253,584 |
| #9c |
64,541,036 |
883,352 |
3,922,982 |
14,253,584 |
Proposal #10: Approving, on an advisory basis under U.S. law,
the compensation paid to the named executive officers
The shareholders approved, on an advisory basis under U.S. law, the
compensation of the Company’s named executive officers, as disclosed in “Executive Compensation” and the related compensation
tables and narrative disclosure in the proxy statement. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| 64,172,306 |
1,271,205 |
3,903,859 |
14,253,584 |
Proposal #11: Approving an amendment to increase the number
of shares authorized under the 2019 Equity Incentive Plan
The shareholders approved an amendment to increase the number of shares
authorized under the 2019 Equity Incentive Plan. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| 46,624,648 |
18,904,924 |
3,817,798 |
14,253,584 |
Proposal #12: Approving amendments to articles 4a, 4b and 4c
of the articles of association to increase the Company’s capital range (article 4a), conditional share capital for employee participation
(article 4b) and conditional share capital for financing, acquisitions and other purposes (article 4c) as well as the introduction of
article 4d regarding a conditional share capital based on the capital range
The shareholders approved (i) amendments to article 4a paragraph 1
of the articles of association to increase the Company’s capital range from CHF 8,375,974.48 (lower limit) to CHF 12,354,128.80
(upper limit) to CHF 10,378,109.12 (lower limit) to CHF 15,567,163.68 (upper limit) (Proposal #12a), (ii) amendments to article 4b paragraph
1 of the articles of association to increase the Company’s conditional share capital for employee participation from 9,887,629 common
shares (CHF 791,010.32) to 16,836,253 common shares (CHF 1,346,900.24) (Proposal #12b), (iii) amendments to article 4c paragraph 1 of
the articles of association to increase the Company’s conditional share capital for financing, acquisition and other purposes from
38,026,929 common shares (CHF 3,042,154.32) to 48,026,929 common shares (CHF 3,842,154.32) (Proposal #12c), and (iv) a new article 4d
be introduced in the articles of association regarding a conditional share capital based on the capital range, and that article 4a be
amended accordingly (Proposal #12d). The voting results were as follows:
| PROPOSAL |
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| #12a |
48,485,517 |
17,043,416 |
3,818,437 |
14,253,584 |
| #12b |
48,614,094 |
16,916,772 |
3,816,504 |
14,253,584 |
| #12c |
52,364,617 |
13,166,958 |
3,815,795 |
14,253,584 |
| #12d |
48,528,597 |
16,999,553 |
3,819,220 |
14,253,584 |
The amendments to the Company’s articles of association became
effective upon their approval at the Annual Meeting. A copy of the Company’s current articles of association is attached hereto
as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description |
| 3.1 |
Articles of Association of ADC Therapeutics SA |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| |
ADC Therapeutics SA |
| Date: June 2, 2026 |
|
| |
|
| |
By: |
/s/ Peter J. Graham |
| |
Name: |
Peter J. Graham |
| |
Title: |
Chief Legal Officer |
