______________________________________________________________________________________________________
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 5, 2019

BEIGENE, LTD.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
Cayman Islands
001-37686
98-1209416
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
 
c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman KY1-1108
Cayman Islands
(Address of Principal Executive Offices) (Zip Code)
+1 (345) 949 4123
(Registrant's telephone number, including area code)

Not Applicable
(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:
 
[   ]
  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
American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share
 
BGNE
 
The NASDAQ Global Select Market
Ordinary Shares, par value $0.0001 per share*
 
6160
 
The Stock Exchange of Hong Kong Limited

*Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary shares are not registered or listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.
On June 5, 2019, BeiGene, Ltd. (the “Company”) held its 2019 Annual General Meeting of Shareholders (the “Annual Meeting”). As disclosed in the Proxy Statement, there were 777,413,184 ordinary shares entitled to vote at the Annual Meeting as of the record date on April 18, 2019 (the “Record Date”), of which approximately 606,423,597 were held in the name of Citibank, N.A., which issues Company-sponsored American Depositary Receipts evidencing American Depositary Shares (“ADSs”), which, in turn, each represent 13 ordinary shares.
At the Annual Meeting, of the ordinary shares entitled to vote, 692,460,907 ordinary shares, including ordinary shares represented by ADSs, or approximately 89.1% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolutions 1, 2, 3, 4, 6 and 8; 717,875,634 ordinary shares, including ordinary shares represented by ADSs, or approximately 92.3% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolution 5; and 686,646,807 ordinary shares, including ordinary shares represented by ADSs, or approximately 88.3% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolution 7. In accordance with the Company’s Fifth Amended and Restated Memorandum and Articles of Association, the quorum required for a general meeting of shareholders at which an ordinary resolution is proposed consists of such shareholders present in person or by proxy who together hold shares carrying 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 by the Company’s shareholders as of the Record Date at the Annual Meeting. Detailed descriptions of these matters and the 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 Ranjeev Krishana to serve as a Class III director until the 2022 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
654,407,239
 
37,866,247
 
187,421
 
—
 

Accordingly, Ranjeev Krishana was re-elected to serve as a Class III director.


(2) Ordinary resolution: to re-elect Xiaodong Wang to serve as a Class III director until the 2022 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
456,450,803
 
235,815,520
 
194,584
 
—
 
 
Accordingly, Xiaodong Wang was re-elected to serve as a Class III director.
 
(3) Ordinary resolution: to re-elect Qingqing Yi to serve as a Class III director until the 2022 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
661,033,052
 
31,240,850
 
187,005
 
—
 
 
Accordingly, Qingqing Yi was re-elected to serve as a Class III director.
 
 
(4)  Ordinary resolution: to re-elect Jing-Shyh (Sam) Su to serve as a Class I director until the 2020 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
689,929,157
 
2,344,745
 
187,005
 
—
 


 
Accordingly, Jing-Shyh (Sam) Su was re-elected to serve as a Class I director.

The proposals for the election of directors related solely to the election of Class III and Class I directors nominated by the Board of Directors. The terms of the following directors continued after the Annual Meeting: John V. Oyler, Timothy Chen, Donald W. Glazer, Michael Goller and Thomas Malley.
 
(5)  Ordinary resolution: to approve and ratify the selection of Ernst & Young Hua Ming LLP and Ernst & Young as the Company's independent registered public accounting firms for the fiscal year ending December 31, 2019:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
717,373,119
 
260,871
 
241,644
 
—
 
 
Accordingly, the appointment of Ernst & Young Hua Ming LLP and Ernst & Young as the Company’s independent registered public accounting firm was approved and ratified.

(6)  Ordinary resolution: within the parameters of Rule 13.36 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, to approve the granting of a share issue mandate to the Board of Directors to issue, allot or deal with unissued ordinary shares and/or ADSs not exceeding 20% of the total number of issued ordinary shares of the Company as at the date of passing of such ordinary resolution up to the next annual general meeting of shareholders of the Company (the “General Mandate to Issue Shares”):
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
611,981,188
 
74,999,231
 
5,480,488
 
—
 
 
Accordingly, the General Mandate to Issue Shares was approved.
 
(7)  Ordinary resolution: to authorize the Company and its underwriters, in their sole discretion, to allocate to each of Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. and parties affiliated with each of them (the "Existing Shareholders"), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate set forth above for a period of five years, which period will be subject to an extension on a rolling basis each year (the “Connected Person Placing Authorization”):
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
383,272,393
 
75,234,870
 
228,139,544
 
—
 
 
Accordingly, the Connected Person Placing Authorization was approved.
 
(8) Ordinary resolution: to approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
496,035,024
 
186,333,764
 
10,092,119
 
—
 
 
Accordingly, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved.
 
Item 8.01                Other Events.

Adoption of Amended Independent Director Compensation Policy
 
On June 5, 2019, upon recommendation of the Compensation Committee, the Board of Directors of the Company approved an amendment to the Company’s Independent Director Compensation Policy (the “Director Compensation Policy”) solely to change the form of equity awards granted to independent directors to consist entirely of share options, instead of a mix of share options and restricted share units, in order to comply with the listing rules of the Hong Kong Stock Exchange.

Under the amended Director Compensation Policy, independent directors will continue to be paid an annual cash retainer of $50,000 and additional fees for service as a member or chair of each committee of the Board of Directors on which they serve, ranging from


$5,000 to $22,500 per year, as specified in the policy. Additionally, independent directors will be granted equity awards in the form of share options valued at $300,000 in connection with their initial election or appointment to the Board of Directors, pro-rated in the first year of service, and annual equity awards in the form of share options valued at $300,000 on the date of each annual meeting of shareholders, which share options shall vest in full on the earlier of the first anniversary of date of grant or the date of the next annual meeting of shareholders, and in full upon death, disability or the occurrence of specified events in connection with a change of control of the Company. The options will have an exercise price equal to the greater of (i) the fair market value of the Company’s ordinary shares on the date of grant and (ii) the average fair market value of the Company’s ordinary shares over the five trading days preceding the date of grant, in each case as determined in reference to the closing price of the Company’s ADSs on the Nasdaq Stock Market. The options will be granted under the Company’s shareholder-approved Second Amended and Restated 2016 Share Option and Incentive Plan (the “2016 Plan”) and form of award agreement thereunder. In addition, under the terms of the 2016 Plan, the value of all equity awards and other cash compensation paid to each independent director for their service as an independent director may not exceed $1,000,000 in any calendar year.

A complete copy of the Director Compensation Policy, as amended, is filed herewith as Exhibit 10.1and is incorporated herein by reference. The above summary of the terms of the Director Compensation Policy does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Adoption of Amendment No. 1 to the Second Amended and Restated 2018 Employee Share Purchase Plan

On June 5, 2019, upon recommendation of the Compensation Committee, the Board of Directors of the Company approved Amendment No. 1 (“Amendment No. 1”) to the Second Amended and Restated 2018 Employee Share Purchase Plan, solely to remove the six-month waiting period following the commencement of employment in order to be eligible to participate in the plan. Under the amended plan, individuals who have been employed by the Company or a designated subsidiary as of the commencement of the enrollment period for an offering will be eligible to participate in the offering. A complete copy of Amendment No. 1 is filed herewith as Exhibit 10.2 and is incorporated herein by reference. The above summary of the terms of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01                Financial Statements and Exhibits

(d)   Exhibits .
 











Exhibit Index
 
 
 
 
Exhibit No.
 
Description
10.1
 
10.2
 
 
 
 
 





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 hereunto duly authorized.
 
 
 
 
 
BEIGENE, LTD.
 
 
 
 
 
 
Date: June 5, 2019
By:
/s/ Scott A. Samuels
 
Name:
Scott A. Samuels
 
Title:
Senior Vice President, General Counsel


 


BeiGene, Ltd.
Independent Director Compensation Policy

The purpose of this Independent Director Compensation Policy (this “ Policy ”) of BeiGene, Ltd. (the “ Company ”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who meet the general independence requirements under NASDAQ Rule 5605(a)(2) and Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. In furtherance of this purpose, effective as of the date of approval by the Board of Directors (the “ Board ”) of the Company of this Policy and as further set forth below under “Effective Date”, all independent directors shall be paid compensation for services provided to the Company as set forth below:

Cash Retainers

Annual Retainer for Board Membership
For general availability and participation in meetings and conference calls of the Board. No additional compensation for attending individual Board meetings.

$50,000

Additional Annual Retainers for Committee Membership and Service as Chairperson
Audit Committee Chairperson:

$22,500

Audit Committee member:

$10,000

Compensation Committee Chairperson:

$17,500

Compensation Committee member:

$7,500

Nominating and Corporate Governance Committee Chairperson:

$12,500

Nominating and Corporate Governance Committee member

$5,000

No additional compensation for attending individual committee meetings.

All cash retainers will be paid quarterly, in arrears, or upon the earlier resignation or removal of the independent director. Cash retainers owing to independent directors shall be annualized, meaning that independent directors who join the Board during the calendar year, such amounts shall be pro-rated based on the number of calendar days served by such director.

Equity Retainers

Upon initial election or appointment to the Board : An initial equity grant (the “ Initial Grant ”) on the date of such election or appointment (the “grant date” for the Initial Grant) with an initial value of $300,000 on the grant date, pro-rated based on the number of calendar days to be served from the grant date until the first anniversary of the most recent Annual Meeting.

Annual equity grants : On the date of the Company’s Annual Meeting of Shareholders (the “ Annual Meeting ”), each continuing independent member of the Board who is eligible to receive awards under this Plan will receive an annual equity grant (the “ Annual Grant ”) with an initial value of $300,000 on the date of grant.

Terms and Conditions of Initial Grant and Annual Grant: Each of the Initial Grant and the Annual Grant (together, the “ Equity Awards ”) shall consist of 100% share options (“ Options ”). The number of Options will be the applicable grant value divided by the per share option value on the date of grant determined in accordance with the Company’s standard option valuation practices. The Options will have an exercise price equal to the higher of (i) the fair market value per share of the Company’s shares on the date of grant, and (ii) the average fair market value per share of the Company’s shares for the five trading days immediately preceding the date of grant. The Equity Awards shall be governed by, and subject to the terms and conditions of, the Company’s 2016 Share Option and Incentive Plan (as may be amended from time to time) and standard form of grant agreements in effect on the date of grant. In addition, the Equity Awards shall vest in full (i.e., in a single installment) upon the earlier to occur of the first anniversary of the date of grant or the date of the next Annual Meeting; provided, however, that all vesting shall cease if the director resigns from the Board or otherwise ceases to serve as a director other than as set forth below or the Board determines that the circumstances warrant continuation of vesting. In addition, all Options shall be exercisable for three years following cessation of service, and all Equity Awards shall accelerate in full upon (i) death, (ii) disability, (iii) termination of service in connection with a change of control of the Company, or (iv) upon a change of control of the Company if the director’s service continues and the awards are not assumed by the acquiror at the time of the change of control.

Limitations on Independent Director Compensation

Cash and equity compensation payable to independent directors under this Policy shall be subject to any limits, terms and conditions set forth in any Company policy or equity incentive plan or as otherwise adopted by the Board from time to time.

Expenses

The Company shall reimburse all reasonable out-of-pocket expenses incurred by independent directors in attending Board and committee meetings.

Effective Date

The Cash Retainers shall be effective as of July 1, 2018, and the Equity Retainers shall be effective as of the Annual Meeting on June 5, 2019.

ADOPTED: November 16, 2016
EFFECTIVE: November 16, 2016
AMENDED: June 6, 2018 and June 5, 2019



AMENDMENT No. 1
TO
BEIGENE, LTD.
SECOND AMENDED AND RESTATED EMPLOYEE SHARE PURCHASE PLAN

This Amendment No. 1 (the “ Amendment ”) to the BeiGene, Ltd. 2018 Amended and Restated Employee Share Purchase Plan (the “ Plan ”) is effective as of the date this Amendment is approved by the Board of Directors of BeiGene, Ltd., a Cayman Islands exempted company incorporated with limited liability (the “ Company ”), as specified below.

Section 3 of the Plan is hereby deleted in its entirety and replaced with the following:

“3.     Eligibility.     All individuals classified as employees on the payroll records of the Company and each Designated Subsidiary are eligible to participate in any one or more of the Offerings under the Plan, provided that as of the first day of the applicable Offering (the "Offering Date") they are employed by the Company or a Designated Subsidiary and have been employed as of the commencement of the enrollment period for such Offering. Participation shall not otherwise be subject to any minimum performance targets. Notwithstanding any other provision herein, individuals who are not classified as employees of the Company or a Designated Subsidiary for purposes of the Company's or applicable Designated Subsidiary's payroll system as of the Offering Date are not considered to be eligible employees of the Company or any Designated Subsidiary and shall not be eligible to participate in the Plan. In the event any such individuals are reclassified as employees of the Company or a Designated Subsidiary for any purpose, including, without limitation, common law or statutory employees, by any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action or administrative proceeding, such individuals shall, notwithstanding such reclassification, remain ineligible for participation. Notwithstanding the foregoing, the exclusive means for individuals who are not classified as employees of the Company or a Designated Subsidiary on the Company's or Designated Subsidiary's payroll system as of the Offering Date to become eligible to participate in this Plan is through an amendment to this Plan, duly executed by the Company, which specifically renders such individuals eligible to participate herein.”

Except as provided above, the Plan shall remain in full force and effect without modification.

Date approved by the Board of Directors of the Company: June 5, 2019