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HUTCHMED (HCM) shareholders back all AGM votes including 2026 option scheme

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Form Type
6-K

Rhea-AI Filing Summary

HUTCHMED (China) Limited reports that all resolutions at its May 12, 2026 Annual General Meeting were approved by shareholders on a poll.

Shareholders adopted the audited financial statements for the year ended December 31, 2025, with 440,149,560 votes in favor and only 1,020 against. All nominated directors, including Dr Dan Eldar, Dr Weiguo Su and Chief Financial Officer Johnny Cheng, were re-elected with approval levels generally above 93% of votes cast.

PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP were re-appointed as independent auditors. Shareholders also granted directors a general mandate to issue additional shares and a separate mandate to repurchase shares, and approved the adoption of the 2026 Share Option Scheme, which received approximately 90.2% of votes cast in favor.

Positive

  • None.

Negative

  • None.
Approval of 2025 financial statements 440,149,560 for; 1,020 against Resolution 1 – year ended December 31, 2025
Re-election of Dr Dan Eldar 409,558,086 for; 30,601,245 against Resolution 2(A) director re-election
Auditor re-appointment vote 394,937,813 for; 45,204,596 against Resolution 3 auditor mandate
Share issue mandate approval 440,097,496 for; 65,548 against Special Resolution 4 general issue mandate
Share repurchase mandate approval 440,120,461 for; 29,603 against Resolution 5 repurchase mandate
2026 Share Option Scheme vote 396,856,980 for; 43,306,320 against Resolution 6 scheme adoption
Annual General Meeting financial
"Annual General Meeting held on May 12, 2026 – Poll Results"
special resolution financial
"Special Resolution 4. | To grant a general mandate to the Directors"
A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.
general mandate financial
"To grant a general mandate to the Directors to issue additional shares"
A general mandate is a broad authorization shareholders give a company’s board to take routine capital actions—such as issuing new shares, buying back stock, or changing share capital—without needing a separate vote each time. It matters to investors because it lets management react quickly to opportunities or risks, like raising money or defending against takeovers; think of it as a standing permission slip that speeds decisions but should be monitored to avoid unexpected dilution.
Share Option Scheme financial
"To approve the adoption of 2026 Share Option Scheme of the Company."
Independent Auditors financial
"To re-appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as Independent Auditors"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

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 2026

Commission File Number: 001-37710


HUTCHMED (CHINA) LIMITED

(Translation of registrant’s name into English)


48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong

(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F               Form 40-F  


HUTCHMED (CHINA) LIMITED

Form 6-K

EXHIBIT INDEX

Exhibit No.

  ​ ​ ​

Description

Exhibit 99.1

Announcement relating to the poll results of Annual General Meeting held on May 12, 2026

2


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.

HUTCHMED (CHINA) LIMITED

By:

/s/ Johnny Cheng

Name:

Johnny Cheng

Title:

Chief Financial Officer

Date: May 12, 2026

3


Exhibit 99.1

Graphic

Annual General Meeting held on May 12, 2026 – Poll Results

Hong Kong, Shanghai, & Florham Park, NJ: Tuesday, May 12, 2026: HUTCHMED (China) Limited (“HUTCHMED” or the “Company”) (Nasdaq/AIM: HCM; HKEX:13) today announces that all ordinary resolutions and special resolution put to its Annual General Meeting (“AGM”) held on May 12, 2026 were duly passed. The poll results of the resolutions were as follows:

Ordinary Resolutions

Number of Votes (%)*

Passed by Shareholders

For

Against

Withheld#

1.

To consider and adopt the audited Financial Statements, and the Directors’ Report and the Independent Auditors’ Report for the year ended December 31, 2025.

440,149,560

(99.9998%)

1,020

(0.0002%)

36,866

Yes

2(A).

To re-elect Dr Dan ELDAR as a Director.

409,558,086

(93.0477%)

30,601,245

(6.9523%)

26,615

Yes

2(B).

To re-elect Dr Weiguo SU as a Director.

413,398,701

(93.9185%)

26,768,655

(6.0815%)

18,590

Yes

2(C).

To re-elect Mr CHENG Chig Fung, Johnny as a Director.

410,525,379

(93.2657%)

29,642,001

(6.7343%)

18,566

Yes

2(D).

To re-elect Ms Edith SHIH as a Director.

426,101,060

(96.8043%)

14,066,301

(3.1957%)

18,585

Yes

2(E).

To re-elect Ms Ling YANG as a Director.

428,114,519

(97.2618%)

12,052,842

(2.7382%)

18,585

Yes

2(F).

To re-elect Dr Renu BHATIA as a Director.

436,786,545

(99.2319%)

3,380,786

(0.7681%)

18,615

Yes

2(G).

To re-elect Dr Chaohong HU as a Director.

440,122,580

(99.9898%)

44,806

(0.0102%)

18,560

Yes

2(H).

To re-elect Professor TAN Shao Weng, Daniel as a Director.

440,141,241

(99.9941%)

26,130

(0.0059%)

18,575

Yes

2(I).

To re-elect Mr WONG Tak Wai as a Director.

440,128,120

(99.9911%)

39,265

(0.0089%)

18,561

Yes

3.

To re-appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as Independent Auditors for Hong Kong financial reporting and US financial reporting purposes, respectively, and to authorize the Directors to fix the Auditors’ remuneration.

394,937,813

(89.7296%)

45,204,596

(10.2704%)

43,537

Yes

Special Resolution

4.

To grant a general mandate to the Directors to issue additional shares of the Company.^

440,097,496

(99.9851%)

65,548

(0.0149%)

22,902

Yes

Ordinary Resolutions

5.

To grant a general mandate to the Directors to repurchase shares of the Company.^

440,120,461

(99.9933%)

29,603

(0.0067%)

35,382

Yes

6.

To approve the adoption of 2026 Share Option Scheme of the Company.^

396,856,980

(90.1613%)

43,306,320

(9.8387%)

22,146

Yes


* Percentages rounded to 4 decimal places.

# A vote withheld is not a vote in law and is not counted in the calculation of the proportion of the votes for or against a resolution.

^ The full text of Resolutions 4, 5 and 6 are set out in the notice of AGM dated April 10, 2026.

Notes:

(1)Except for Ms Ling YANG and Professor MOK Shu Kam, Tony who had prior overseas work commitments and were unable to attend the AGM, all Directors of the Company, namely Dr Dan ELDAR, Dr Weiguo SU, Mr CHENG Chig Fung, Johnny, Ms Edith SHIH, Dr Renu BHATIA, Dr Chaohong HU, Professor TAN Shao Weng, Daniel and Mr WONG Tak Wai, attended the AGM, either in person or by means of electronic facilities.

(2)Number of shares entitling the holders to attend and vote on the resolution at the AGM: 872,335,120 shares, being the total number of issued shares of the Company.  The Company did not hold any treasury shares (including any treasury shares held or deposited with Central Clearing and Settlement System) as at the AGM date.

(3)Number of shares entitling the holders to attend and abstain from voting in favor as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) at the AGM: Nil.

(4)Number of shares for holders required under the Listing Rules to abstain from voting at the AGM: Nil.

(5)The scrutineer for the poll at the AGM was Computershare Investor Services (Jersey) Limited, the Principal Share Registrar of the Company.

About HUTCHMED

HUTCHMED (Nasdaq/AIM: HCM; HKEX: 13) is an innovative, commercial-stage, biopharmaceutical company. Іt is committed to the discovery, global development and commercialization of targeted therapies and immunotherapies for the treatment of cancer and immunological diseases. Since inception it has focused on bringing drug candidates from in-house discovery to patients around the world, with its first three medicines marketed in China, and the first of which is also approved around the world including in the US, Europe and Japan. For more information, please visit: www.hutch-med.com or follow us on LinkedIn.

CONTACTS

Investor Enquiries

+852 2121 8200 / ir@hutch-med.com

Media Enquiries

FTI Consulting –

+44 20 3727 1030 / HUTCHMED@fticonsulting.com

Ben Atwell / Tim Stamper

+44 7771 913 902 (Mobile) / +44 7779 436 698 (Mobile)

Brunswick – Zhou Yi

+852 9783 6894 (Mobile) / HUTCHMED@brunswickgroup.com

Panmure Liberum

Nominated Advisor and Joint Broker

Atholl Tweedie / Emma Earl / Rupert Dearden

+44 20 7886 2500

Cavendish

Joint Broker

Geoff Nash / Nigel Birks

+44 20 7220 0500

Deutsche Numis

Joint Broker

Freddie Barnfield / Jeffrey Wong / Duncan Monteith

+44 20 7260 1000


FAQ

What did HUTCHMED (HCM) shareholders approve at the May 2026 AGM?

Shareholders approved all proposed resolutions, including adoption of 2025 financial statements, re-election of all nominated directors, re-appointment of PricewaterhouseCoopers as auditors, general mandates to issue and repurchase shares, and adoption of the 2026 Share Option Scheme by strong majorities on each poll.

How strongly were HUTCHMED’s 2025 financial statements approved at the AGM?

The financial statements for the year ended December 31, 2025 were overwhelmingly approved, with 440,149,560 votes (99.9998%) in favor and 1,020 votes (0.0002%) against. There were 36,866 votes withheld, which are not counted in the for-or-against calculation under applicable rules.

Were all HUTCHMED directors up for re-election returned by shareholders?

All directors standing for re-election, including Dr Dan Eldar, Dr Weiguo Su and CFO Johnny Cheng, were re-elected. Support ranged from about 93% to more than 99.99% of votes cast, with each resolution marked as passed after counting for, against and withheld votes.

Did HUTCHMED shareholders approve the 2026 Share Option Scheme?

Yes, shareholders approved the 2026 Share Option Scheme. The resolution received 396,856,980 votes (90.1613%) in favor and 43,306,320 votes (9.8387%) against, with 22,146 votes withheld. The full text of this resolution was contained in the AGM notice dated April 10, 2026.

What share issuance and repurchase mandates did HUTCHMED receive at the AGM?

Shareholders granted directors a general mandate to issue additional shares and a separate mandate to repurchase shares. The issuance mandate received 440,097,496 votes (99.9851%) in favor, while the repurchase mandate received 440,120,461 votes (99.9933%) in favor, with small numbers of opposing and withheld votes.

Who are HUTCHMED’s auditors following the May 2026 AGM vote?

Shareholders re-appointed PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as independent auditors for Hong Kong and US financial reporting. The resolution gained 394,937,813 votes (89.7296%) in favor and 45,204,596 votes (10.2704%) against, with 43,537 votes withheld from the calculation.

Filing Exhibits & Attachments

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