Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Amendment No. 1 to the Second Amended and Restated 2016 Share Option and Incentive Plan
On June 17, 2020, at the 2020 Annual General Meeting of Shareholders (the “Annual Meeting”) of BeiGene, Ltd. (the “Company”), the Company’s shareholders approved Amendment No. 1 (“Amendment No. 1”) to the Second Amended and Restated 2016 Share Option and Incentive Plan (“2016 Plan”) to increase the number of authorized shares available for issuance under the 2016 Plan and to extend the term of the plan through April 13, 2030. Amendment No. 1 increases the aggregate number of shares authorized for issuance under the 2016 Plan by 57,200,000 ordinary shares, or 5.7% of the Company’s outstanding shares as of March 31, 2020, from 159,823,772 ordinary shares (of which 30,859,555 shares were reserved and remained available for issuance as of March 31, 2020) to 217,023,772 ordinary shares.
Additional information about Amendment No. 1 is included in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2020 (the “Proxy Statement”). In addition, the foregoing description of Amendment No. 1 is qualified by reference to Amendment No. 1, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 17, 2020, the Company held its Annual Meeting. As disclosed in the Proxy Statement, there were 1,007,976,816 ordinary shares entitled to vote at the Annual Meeting as of the record date of April 16, 2020 (the “Record Date”), of which approximately 847,155,816 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, 854,424,469 ordinary shares, including ordinary shares represented by ADSs, or approximately 84.8% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolution 1; 854,749,963 ordinary shares, including ordinary shares represented by ADSs, or approximately 84.8% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolutions 2,3,5,7,8 and 9; 875,073,097 ordinary shares, including ordinary shares represented by ADSs, or approximately 86.8% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolution 4 and 849,325,963 ordinary shares, including ordinary shares represented by ADSs, or approximately 84.3% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolution 6. 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 John V. Oyler to serve as a Class I director until the 2023 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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847,434,572
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6,268,683
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721,214
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0
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Accordingly, John V. Oyler was re-elected to serve as a Class I director.
(2) Ordinary resolution: to re-elect Timothy Chen to serve as a Class I director until the 2023 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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847,106,054
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7,580,066
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63,843
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0
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Accordingly, Timothy Chen was re-elected to serve as a Class I director.
(3) Ordinary resolution: to re-elect Jing-Shyh (Sam) Su to serve as a Class I director until the 2023 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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849,863,170
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2,828,150
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2,058,643
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0
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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 I directors nominated by the Board of Directors. The terms of the following directors continued after the Annual Meeting: Donald W. Glazer, Michael Goller, Anthony C. Hooper, Ranjeev Krishana, Thomas Malley, Xiaodong Wang and Qingqing Yi.
(4) 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, 2020:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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874,976,442
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11,297
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85,358
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0
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Accordingly, the appointment of Ernst & Young Hua Ming LLP and Ernst & Young as the Company’s independent registered public accounting firms was approved and ratified.
(5) 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”):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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811,181,178
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43,513,977
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54,808
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0
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Accordingly, the General Mandate to Issue Shares was approved.
(6) 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 I”):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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576,920,828
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43,896,327
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228,508,808
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0
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Accordingly, the Connected Person Placing Authorization I was approved.
(7) Ordinary resolution: to authorize the Company and its underwriters, in their sole discretion, to allocate to Amgen Inc. (“Amgen”) up to a maximum amount of shares in order to maintain the same shareholding percentage of Amgen (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 II”)
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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604,181,560
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43,874,279
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206,694,124
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0
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Accordingly, the Connected Person Placing Authorization II was approved.
(8) Ordinary resolution: to approve Amendment No. 1 to the 2016 Plan to increase the number of authorized shares available for issuance by 57,200,000 ordinary shares and to extend the term of the plan through April 13, 2030.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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702,859,852
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151,831,104
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59,007
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0
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Accordingly, Amendment No. 1 was approved.
(9) Ordinary resolution: to approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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820,234,442
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32,151,040
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2,364,481
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0
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Accordingly, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved.