Bicycle Therapeutics (BCYC) AGM approves directors, PwC and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Bicycle Therapeutics plc reported the results of its annual general meeting, where shareholders approved all nine proposals put to a vote. A total of 49,696,908 ordinary shares were represented in person or by proxy, about 98.64% of issued and outstanding shares on June 17, 2026.

Shareholders re‑elected Felix Baker and Hervé Hoppenot as directors, approved on an advisory basis the compensation of named executive officers, and received and adopted the U.K. statutory accounts for the year ended December 31, 2025. They also approved the directors’ remuneration report and a new directors’ remuneration policy.

PricewaterhouseCoopers LLP was ratified as the Company’s independent registered public accounting firm for the year ending December 31, 2026 and re‑appointed as U.K. statutory auditors, with the Audit Committee authorized to determine their remuneration.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at AGM: 49,696,908 shares Participation rate: 98.64% Votes for Felix Baker: 46,171,302 votes +3 more

6 metrics

Shares represented at AGM 49,696,908 shares Ordinary shares represented at AGM on June 17, 2026

Participation rate 98.64% Portion of issued and outstanding ordinary shares represented at AGM

Votes for Felix Baker 46,171,302 votes Proposal 1 director re-election

Votes for Hervé Hoppenot 49,284,459 votes Proposal 2 director re-election

Say-on-pay support 48,748,743 votes For votes on advisory compensation resolution (Proposal 3)

PwC ratification votes 49,445,128 votes For votes to ratify PwC as independent registered public accounting firm (Proposal 4)

Key Terms

annual general meeting, advisory basis, independent registered public accounting firm, U.K. statutory auditors, +1 more

5 terms

annual general meeting financial

"held its annual general meeting of shareholders (the “AGM”) on June 17, 2026"

advisory basis financial

"To approve, on an advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

U.K. statutory auditors financial

"to re-appoint PricewaterhouseCoopers LLP ... as the Company’s U.K. statutory auditors"

directors’ remuneration policy financial

"To approve the directors’ remuneration policy, which policy is set forth in the Company’s definitive proxy statement"

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Understanding 8-K Material Events →

06/18/2026 - 08:21 AM

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

June 17, 2026

Date of Report (Date of earliest event reported)

Bicycle Therapeutics plc

(Exact name of registrant as specified in its charter)

England and Wales

001-38916

Not applicable

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Blocks A & B, Portway Building, Granta Park Great Abington, Cambridge United Kingdom	CB21 6GS
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +44 1223 261503

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:

¨	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 Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Ordinary shares, nominal value £0.01 per share	n/a	The Nasdaq Stock Market LLC*
American Depositary Shares, each representing one ordinary share, nominal value £0.01 per share	BCYC	The Nasdaq Stock Market LLC

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

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 Submission of Matters to a Vote of Security Holders

Bicycle Therapeutics plc (the “Company”) held its annual general meeting of shareholders (the “AGM”) on June 17, 2026. Each of the proposals set forth below were voted on and duly passed on a poll at the AGM. Detailed descriptions of these proposals and of the voting procedures applied at the AGM are contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2026.

There were 49,696,908 ordinary shares of the Company represented in person or by proxy at the AGM, constituting approximately 98.64% of the issued and outstanding ordinary shares on June 17, 2026. Proxy appointments which gave the Chairman of the meeting discretion have been included in the “For” total. In accordance with the terms of the deposit agreement by and among the Company, Citibank, N.A., as depositary, and holders and beneficial owners of American Depositary Shares (“ADSs”) dated May 28, 2019, holders of ADSs who did not provide the depositary bank with voting instructions on or before the specified deadline were deemed to have instructed the depositary to give a discretionary proxy to a person designated by the Company to vote the underlying ordinary shares at the AGM and the voting results below reflect that designation. A vote withheld/abstain is not a vote in law and is not counted in the calculation of votes for or against a resolution.

Ordinary Resolutions

Proposal 1 – To re-elect as a director Felix Baker

For				Against				Vote Withheld/Abstain
	46,171,302				3,364,113				161,493

Proposal 2 – To re-elect as a director Hervé Hoppenot

For				Against				Vote Withheld/Abstain
	49,284,459				250,669				161,780

Proposal 3 – To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement

For				Against				Vote Withheld/Abstain
	48,748,743				785,032				163,133

Proposal 4 – To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as the Company’s independent registered public accounting firm for the year ending December 31, 2026

For				Against				Vote Withheld/Abstain
	49,445,128				232,627				19,153

Proposal 5 – To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as the Company’s U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders

For				Against				Vote Withheld/Abstain
	49,441,337				235,008				20,563

Proposal 6 – To authorize the Audit Committee of the Company’s Board of Directors to determine the Company’s U.K. statutory auditors’ remuneration for the year ending December 31, 2026

For				Against				Vote Withheld/Abstain
	49,493,240				47,269				156,399

Proposal 7 – To receive and adopt the Company’s U.K. statutory annual accounts and reports for the year ended December 31, 2025.

For				Against				Vote Withheld/Abstain
	49,138,590				553,781				4,537

Proposal 8 – To approve the directors’ remuneration report for the year ended December 31, 2025, which report is set forth in the Company’s definitive proxy statement (excluding the directors’ remuneration policy)

For				Against				Vote Withheld/Abstain
	48,741,517				792,394				162,997

Proposal 9 – To approve the directors’ remuneration policy, which policy is set forth in the Company’s definitive proxy statement, and which will take effect immediately after the end of the AGM

For				Against				Vote Withheld/Abstain
	48,238,031				1,293,722				165,155

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.

Date: June 18, 2026	BICYCLE THERAPEUTICS PLC

	By:	/s/ Travis Thompson
	Name:	Travis Thompson
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Bicycle Therapeutics (BCYC) disclose in its latest 8-K filing?

Bicycle Therapeutics reported the results of its annual general meeting, where shareholders approved all nine resolutions. These covered director elections, executive pay, statutory accounts, and the appointment and remuneration of PricewaterhouseCoopers LLP as auditors for the 2026 financial year.

How many Bicycle Therapeutics shares were represented at the 2026 AGM?

At the AGM, 49,696,908 ordinary shares of Bicycle Therapeutics were represented in person or by proxy. This equaled approximately 98.64% of the company’s issued and outstanding ordinary shares as of June 17, 2026, indicating very high shareholder participation in the meeting.

Which directors of Bicycle Therapeutics were re-elected at the 2026 AGM?

Shareholders re-elected Felix Baker and Hervé Hoppenot as directors at the AGM. Felix Baker received 46,171,302 votes for and 3,364,113 against, while Hervé Hoppenot received 49,284,459 votes for and 250,669 against, with small numbers of votes withheld or abstaining on each resolution.

Was executive compensation approved by Bicycle Therapeutics shareholders?

Yes, shareholders approved on an advisory basis the compensation of the company’s named executive officers. The resolution received 48,748,743 votes for and 785,032 against, with 163,133 votes withheld or abstaining, as disclosed in the voting results from the annual general meeting.

Who serves as Bicycle Therapeutics’ auditor following the 2026 AGM?

PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026. They were also re-appointed as the company’s U.K. statutory auditors, with the Audit Committee authorized to determine their remuneration for the 2026 financial year.

What financial period did Bicycle Therapeutics shareholders review at the AGM?

Shareholders received and adopted the company’s U.K. statutory annual accounts and reports for the year ended December 31, 2025. They also approved the directors’ remuneration report for this period and a new directors’ remuneration policy, which takes effect immediately after the end of the AGM.

Filing Exhibits & Attachments

4 documents