Immunocore Holdings plc
For the period ended May 15, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2025 · Filed Apr 4, 2025
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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Immunocore Holdings plc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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April 4, 2025
Dear Shareholder:
We are pleased to provide details of the 2025 Annual General Meeting (the “AGM”) of Immunocore Holdings plc to be held on Thursday, May 15, 2025, at 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time), at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically viameetnow.global/IHCAGM2025. The AGM will be held as a hybrid general meeting so that holders of ordinary shares will be able to participate in the meeting in person or electronically.
Details regarding the business to be conducted at the AGM and admission to the AGM are described in the accompanying Notice of Annual General Meeting of Shareholders and proxy statement.
Your vote is important. You may vote through any of the means described in the accompanying proxy statement, or, if you are a holder of our American Depositary Shares (“ADSs”), the ADS proxy card provided to you. Please carefully review the instructions on each of your voting options described in this proxy statement, the notice, and, if applicable, the voting instructions.
Thank you for your ongoing support of and continued interest in Immunocore Holdings plc. We look forward to receiving your vote in respect of the business to be conducted at the AGM.
Yours sincerely,
/s/ Professor Sir John Bell
Professor Sir John Bell
Chairman
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held On May 15, 2025
NOTICE is hereby given that the 2025 Annual General Meeting (the “AGM”) of Immunocore Holdings plc, a public limited company incorporated under the laws of England and Wales (referred to herein as the “Company,” “we,” “us” and “our”), will be held on Thursday, May 15, 2025, at 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time), at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically viameetnow.global/IHCAGM2025, for transaction of the following business:
Ordinary Resolutions
| 1. | To re-appoint as a director Roy S. Herbst, M.D., Ph.D., who retires in accordance with the articles of association. |
| 2. | To re-appoint as a director Ranjeev Krishana, who retires in accordance with the articles of association. |
| 3. | To re-appoint as a director Professor Sir Peter Ratcliffe, who retires in accordance with the articles of association. |
| 4. | To approve, on advisory basis, the compensation of our named executive officers, as disclosed in the attached proxy statement. |
| 5. | To ratify the appointment of Deloitte LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2025. |
| 6. | To re-appoint Deloitte LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of our next annual general meeting of shareholders. |
| 7. | To authorize the audit committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2025. |
| 8. | To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2024 (the “2024 U.K. Annual Report”). |
| 9. | To approve our directors’ remuneration report for the year ended December 31, 2024, which is set forth as Annex A to the attached proxy statement and on pages 22 to 49 of the 2024 U.K. Annual Report (excluding the directors’ remuneration policy set out on pages A-5 to A-15 of Annex A). |
| 10. | To approve the directors’ remuneration policy, which is set forth on pages A-5 to A-15 of Annex A to the attached proxy statement, which will take effect immediately after the end of the AGM. |
| 11. | To authorize the Company and all of its subsidiaries at any time during the period for which this resolution has effect to: |
| a. | make political donations to political parties and/or independent election candidates not exceeding £50,000 in total; |
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| b. | make political donations to political organisations other than political parties not exceeding £50,000 in total; and |
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| c. | incur political expenditure not exceeding £50,000 in total, |
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in each case during the period beginning with the date of the AGM and ending at the close of business on the day on which the 2026 annual general meeting of shareholders is held or May 15, 2026, whichever is later. The maximum amounts in (a), (b) and (c) may comprise sums in different currencies, which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.
For the purposes of this resolution, the terms “political donations”, “political parties”, “independent election candidates”, “political organisations” and “political expenditure” have the meanings set out in sections 363 to 365 of the U.K. Companies Act 2006 (the “Companies Act”).
| 12. | To authorize the directors of the Company, generally and unconditionally for the purpose of section 551 of the Companies Act, to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company (“Share Rights”) up to an aggregate nominal amount of £150,000 for a period expiring (unless previously renewed, varied or revoked) on May 14, 2030, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Share Rights to be granted, pursuant to this authority after its expiration, and the directors may allot shares or grant Share Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. The authority granted by this resolution shall replace all existing authorities to allot any shares of the Company and to grant Share Rights previously granted to the directors pursuant to section 551 of the Companies Act, but without prejudice to any allotment of shares or grant of Share Rights already made or offered or agreed to be made pursuant to such authorities. |
Special Resolution
| 13. | Subject to the passing of resolution 12, to empower the directors of the Company generally pursuant to section 570(1) and section 573 of the Companies Act to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the general authority conferred on them by resolution 12 as if section 561(1) of the Companies Act did not apply to the allotment. This power: |
| a. | shall be limited to the allotment of equity securities up to an aggregate nominal value of £150,000; |
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| b. | expires (unless previously renewed, varied or revoked) on May 14, 2030, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired; and |
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| c. | applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act as if in the first paragraph of this resolution the words “pursuant to the general authority conferred on them by resolution 12” were omitted. |
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For the purposes of this resolution, references to the allotment of equity securities shall be interpreted in accordance with section 560 of the Companies Act.
This resolution replaces all unexercised powers previously granted to the directors to allot equity securities as if section 561 of the Companies Act did not apply but shall be without prejudice to any allotment of equity securities already made or offered or agreed to be made pursuant to such authorities.
Please refer to the attached proxy statement for detailed information on each of the resolutions, which are set forth in the attached proxy statement as resolutions 1 through 13. We encourage you to read the proxy statement in its entirety before voting. Our board of directors has approved each resolution and recommends that shareholders entitled to vote at the AGM vote in favor of each of the resolutions.
Resolutions 1 through 12 will be proposed as ordinary resolutions and under English law, assuming that a quorum is present, an ordinary resolution is passed on a poll if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.
Resolution 13 will be proposed as a special resolution under English law. Assuming that a quorum is present, a special resolution is passed on a poll if it is approved by holders representing not less than 75% of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.
Voting on all resolutions at the AGM will be conducted by way of a poll, rather than a show of hands.
The result of the shareholder votes on the ordinary resolutions in resolutions 4, 8 and 9 will not require our board of directors or any committee thereof to take any action. Our board of directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on these resolutions.
Only those ordinary shareholders of record as of 6:00 p.m. London time (1:00 p.m. Eastern Daylight Time) on Tuesday, May 13, 2025 will be entitled to attend, speak and vote at the AGM. Ordinary shareholders attending the AGM will have the right to ask questions at the AGM in accordance with the Companies Act. Persons intending to attend the AGM in person will need a QR code to access the AGM venue. Such QR code will need to be displayed on a smartphone or similar device. A QR code will be able to be obtained in advance by emailing the registrar atcorporate-representatives@computershare.co.ukwith your full name and email address. Persons who have not obtained a QR code in advance will be able to obtain one at the AGM venue.
Your vote is important, regardless of the number of ordinary shares or American Depositary Shares (“ADSs”) you own. Holders of ordinary shares who attend the AGM in person or electronically viameetnow.global/IHCAGM2025 will be able to vote during the AGM. However, to make sure your shares are represented at the AGM, please vote as soon as possible. Holders of ordinary shares entitled to attend and vote at the AGM are entitled to appoint a proxy (or, if they hold more than one ordinary share, proxies) to exercise all or any of their rights to attend, speak and vote at the AGM. Such proxy need not be one of our shareholders of record. Holders of our ordinary shares may vote by proxy either over the internet or by returning a form of proxy in the envelope provided by no later than 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time) on Tuesday, May 13, 2025. In addition, you may be able to appoint a proxy electronically via the CREST electronic proxy appointment service or the Proxymity platform. You may revoke your proxy in the manner described in the accompanying proxy statement. Holders of our ADSs may vote by following the voting instructions in the attached proxy statement.
The results of the polls taken on the resolutions at the AGM and any other information required by the Companies Act will be made available on our website (https://ir.immunocore.com) as soon as reasonably practicable following the AGM and available for the required period thereafter. The results will also be announced by the filing of a Current Report on Form 8-K with the U.S. Securities and Exchange Commission. The inclusion of our website address here and elsewhere in the attached proxy statement does not include or incorporate by reference the information on our website into this Notice or the proxy statement.
By Order of the Board
/s/ Lily Hepworth
Lily Hepworth
Company Secretary
April 4, 2025
Registered office:
92 Park Drive, Milton Park
Abingdon, Oxfordshire
United Kingdom, OX14 4RY
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be Held on Thursday, May 15, 2025 at 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time), at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically via meetnow.global/IHCAGM2025.
The proxy statement and annual report to shareholders are available at https://ir.immunocore.com.Information included on our website, other than the proxy materials, is not part of our proxy soliciting materials.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.