BEIGENE,LTD. (NASDAQ:BGNE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Adoption of the BeiGene,Ltd. 2018 Employee Share Purchase Plan
On June6, 2018, at the 2018 Annual General Meeting of Shareholders (the “Annual Meeting”), the shareholders of BeiGene,Ltd. (the “Company”) approved the BeiGene,Ltd. 2018 Employee Share Purchase Plan (the “2018 ESPP”).
Initially, 3,500,000 ordinary shares of the Company are reserved for issuance under the 2018 ESPP. In addition, on January1, 2019 and each January1 thereafter through January1, 2028, the number of ordinary shares reserved and available for issuance under the 2018 ESPP will be cumulatively increased by the least of (i)5,000,000 ordinary shares, (ii)0.5% of the number of ordinary shares issued and outstanding on the immediately preceding December31, or (iii)such lesser number of ordinary shares as determined by the compensation committee of the Company’s board of directors (the “Compensation Committee”); provided that the aggregate number of ordinary shares reserved and available for issuance under the 2018 ESPP may not exceed 10% of the number of ordinary shares issued and outstanding as of the date of shareholder approval.
The 2018 ESPP allows eligible employees to purchase the Company’s ordinary shares (including in the form of American Depositary Shares (“ADSs”)) at the end of each offering period, which will generally be six months, at a 15% discount to the market price of the Company’s ordinary shares or ADSs at the beginning or the end of each offering period, whichever is lower, using funds deducted from their payroll during the offering period. Eligible employees are able to authorize payroll deductions of up to 10% of their eligible earnings, subject to applicable limitations. A detailed summary of the material features of the 2018 ESPP is set forth in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission on April30, 2018. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2018 ESPP, which is filed as Exhibit10.1 hereto and incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on June6, 2018. There were 698,942,730 ordinary shares entitled to vote at the Annual Meeting as of the record date on April20, 2018, of which approximately 495,841,346 were held in the name of Citibank, N.A., which issues Company-sponsored American Depositary Receipts evidencing ADSs, which, in turn, each represent 13 ordinary shares. Of the ordinary shares entitled to vote, 624,372,794 ordinary shares, including ordinary shares represented by ADSs, or approximately 89% of the outstanding ordinary shares on the record date, were present and voted in person or by proxy at the Annual Meeting. In accordance with the Company’s Memorandum and Articles of Association, the quorum required for a general meeting of shareholders at which an ordinary resolution has been proposed consists of such shareholders present in person or by proxy who together hold shares which carry the right to at least a simple majority of all votes capable of being exercised on a poll.
The matters set forth below were voted on at the Annual Meeting. Detailed descriptions of these matters and voting procedures applicable to these matters at the Annual Meeting are contained in the Proxy Statement. Set forth below are the total number of shares voted for and against each matter, as well as the total number of abstentions and broker non-votes with respect to each matter.
(1) Ordinary resolution: to re-elect Donald W. Glazer to serve as a ClassII director until the 2021 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal:
|
VotesFor |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|
610,012,760 |
14,163,370 |
196,664 |
Accordingly, Donald W. Glazer was re-elected to serve as a ClassII director.
