NovoCure (NASDAQ: NVCR) investors OK directors and tight 2024 incentive plan vote

Rhea-AI Filing Summary

NovoCure Limited held its annual general meeting of shareholders, where investors re-elected eleven directors to serve until the 2027 meeting. Shareholders representing 93,826,730 ordinary shares, or approximately 81.01% of shares entitled to vote, were present in person or by proxy.

They approved the ratification of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as auditor for the fiscal year ending December 31, 2026, and supported executive compensation in a non-binding advisory vote. Shareholders also approved the Company’s Amended and Restated 2024 Omnibus Incentive Plan following a closely split vote between shares cast for and against.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented: 93,826,730 shares Quorum percentage: 81.01% Auditor ratification votes for: 91,436,910 votes +3 more

6 metrics

Shares represented 93,826,730 shares Ordinary shares present or by proxy at the annual meeting (81.01% of entitled)

Quorum percentage 81.01% Approximate percentage of total shares entitled to vote represented at the meeting

Auditor ratification votes for 91,436,910 votes Votes for ratifying Kost Forer Gabbay & Kasierer for fiscal year ending December 31, 2026

Say-on-pay votes for 75,392,168 votes Votes for non-binding advisory approval of executive compensation

Omnibus Plan votes for 41,680,622 votes Votes for approving the Amended and Restated 2024 Omnibus Incentive Plan

Omnibus Plan votes against 41,161,139 votes Votes against the Amended and Restated 2024 Omnibus Incentive Plan

Key Terms

annual general meeting of shareholders, broker non-votes, non-binding advisory vote, Amended and Restated 2024 Omnibus Incentive Plan, +1 more

5 terms

annual general meeting of shareholders financial

"On June 3, 2026, NovoCure Limited held its annual general meeting of shareholders"

broker non-votes financial

"For, Against, Abstain, Broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory vote financial

"Approval of a non-binding advisory vote to approve executive compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Amended and Restated 2024 Omnibus Incentive Plan financial

"Approval of the Company's Amended and Restated 2024 Omnibus Incentive Plan"

independent registered public accounting firm financial

"as the auditor and independent registered public accounting firm of the Company"

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.

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Understanding 8-K Material Events →

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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

June 3, 2026

Date of Report (date of earliest event reported)

NovoCure Limited

(Exact name of registrant as specified in its charter)

Jersey			001-37565						98-1057807
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(I.R.S. Employer Identification No.)
No. 4 The Forum, Grenville Street			St. Helier			Jersey			JE2 4UF
(Address of Principal Executive Offices)									(Zip Code)

+44 (0) 15 3475 6700

Registrant's telephone number, including area code

(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 Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Ordinary Shares, no par value			NVCR			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.

o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors

On June 3, 2026, NovoCure Limited (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”).  The Company’s shareholders elected Asaf Danziger, William Doyle, Jeryl Hilleman, David Hung, Frank Leonard, Kinyip Gabriel Leung, Martin Madden, Allyson Ocean, Timothy Scannell, Kristin Stafford and William Vernon as directors, effective immediately, with a term expiring at the annual meeting of shareholders in 2027. The election of these directors was not pursuant to any arrangement or understanding between any of them and any third party. As of the date of this report, none of these directors, nor any of their immediate family members, is a party, either directly or indirectly, to any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K. These directors will be compensated consistent with the compensation programs for non-employee directors.

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

At the Annual Meeting, proxies and in-person shareholders representing 93,826,730 shares of the Company’s ordinary shares, or approximately 81.01% of the total shares entitled to vote, were present in person or by proxy and voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 20, 2026.

1.   Election of Directors . The eleven nominees for election to the Company’s Board of Directors were elected as directors to hold office until the Company’s 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified or until their offices are vacated, based upon the following votes:

			For			Against			Abstain			Broker non-votes
Asaf Danziger			81,489,609			1,388,512			74,479			10,874,130
William Doyle			80,241,009			2,664,190			47,401			10,874,130
Jeryl Hilleman			81,547,820			1,293,373			111,407			10,874,130
David Hung			80,768,325			2,039,529			144,746			10,874,130
Frank Leonard			82,547,254			356,494			48,852			10,874,130
Kinyip Gabriel Leung			79,455,754			3,370,420			126,426			10,874,130
Martin Madden			81,360,641			1,461,539			130,420			10,874,130
Allyson Ocean			81,178,295			1,666,945			107,360			10,874,130
Timothy Scannell			81,540,531			1,292,301			119,768			10,874,130
Kristin Stafford			81,584,398			1,272,045			96,157			10,874,130
William Vernon			81,349,410			1,483,356			119,834			10,874,130

2.   Ratification of Independent Registered Public Accounting Firm.   The proposal to approve and ratify the appointment, by the Audit Committee of the Company’s Board of Directors, of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the auditor and independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 was approved as an ordinary resolution based upon the following votes:

For			Against			Abstain
91,436,910			2,337,255			52,565

3.   Approval of a non-binding advisory vote to approve executive compensation. The proposal to approve executive compensation on a non-binding advisory basis was approved as an ordinary resolution based upon the following votes:

For			Against			Abstain			Broker non-votes
75,392,168			7,422,876			137,556			10,874,130

 4.   Approval of the Company's Amended and Restated 2024 Omnibus Incentive Plan. The proposal to approve the Company's Amended and Restated 2024 Omnibus Incentive Plan was approved as an ordinary resolution based upon the following votes:

For			Against			Abstain			Broker non-votes
41,680,622			41,161,139			110,839			10,874,130

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.			Description
10.1			NovoCure Limited Amended and Restated 2024 Omnibus Incentive Plan
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.

NovoCure Limited

(Registrant)

Date: June 5, 2026

By: /s/ Christoph Brackmann  

Name: Christoph Brackmann

Title: Chief Financial Officer

FAQ

What did NovoCure (NVCR) shareholders decide at the 2026 annual meeting?

Shareholders re-elected eleven directors, ratified the independent auditor, approved executive compensation on a non-binding basis, and approved the Amended and Restated 2024 Omnibus Incentive Plan, with each proposal receiving sufficient votes to pass at the meeting.

How many NovoCure (NVCR) shares were represented at the 2026 annual meeting?

A total of 93,826,730 ordinary shares were represented in person or by proxy, equating to approximately 81.01% of the shares entitled to vote, indicating strong turnout and participation in the company’s governance decisions at the annual meeting.

Were NovoCure (NVCR) director nominees re-elected by shareholders?

Yes. Eleven nominees, including Asaf Danziger, William Doyle, Jeryl Hilleman, David Hung, and others, were elected as directors to serve until the 2027 annual meeting, or until their successors are duly elected and qualified or their offices are vacated.

Did NovoCure (NVCR) shareholders approve the company’s auditor for 2026?

Yes. Shareholders approved and ratified Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as NovoCure’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 91,436,910 votes for the proposal.

How did NovoCure (NVCR) shareholders vote on executive compensation?

Executive compensation was approved on a non-binding advisory basis as an ordinary resolution, receiving 75,392,168 votes for, 7,422,876 votes against, and 137,556 abstentions, with 10,874,130 broker non-votes recorded on this compensation-related proposal.

What was the outcome of NovoCure’s 2024 Omnibus Incentive Plan vote?

Shareholders approved the Amended and Restated 2024 Omnibus Incentive Plan as an ordinary resolution, with 41,680,622 votes for, 41,161,139 votes against, 110,839 abstentions, and 10,874,130 broker non-votes, indicating a closely contested but ultimately successful approval.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 222.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB