ADC Therapeutics SA
For the period ended Jun 3, 2025. Filed Apr 21, 2025.
View on SEC.govAbout this filing
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.
Jun 3, 2025 · Filed Apr 21, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material under § 240.14a-12 |
|---|
(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 |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
|---|
Biopôle, Route de la Corniche 3B
1066 Epalinges
Switzerland
NOTICE OF THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Date and Time: June 3, 2025 at 4:00 AM EDT / 10:00 AM CEST
Location: Biopôle, Route de la Corniche 3B, 1066 Epalinges, Switzerland
Dear Shareholders:
We are pleased to invite you to the 2025 annual general meeting of shareholders (the “Annual Meeting”) of ADC Therapeutics SA (the “Company”) to be held on June 3, 2025, at 4:00 AM EDT / 10:00 AM CEST at the Company’s headquarters located at Biopôle, Route de la Corniche 3B, 1066 Epalinges, Switzerland.
At the Annual Meeting, shareholders will be asked to consider and vote upon the following matters, all of which are discussed in greater detail in the accompanying proxy statement:
| 1. | Approving the Company’s management report, annual financial statements and consolidated financial statements for the year ended December 31, 2024 (collectively, the “Reports”) and acknowledging the auditors’ reports for the year ended December 31, 2024 (the “Auditors’ Report”). |
| 2. | Approving, on an advisory basis under Swiss law, the Company’s compensation report for the year ended December 31, 2024. |
| 3. | Discharging the members of the board of directors and the executive committee from liability for the year ended December 31, 2024. |
| 4. | Approving the appropriation of the financial results for the year ended December 31, 2024 by carrying forward the loss resulting from such year. |
| 5. | Electing and reelecting nominees to the board of directors. |
| 6. | Reelecting nominees to the compensation committee of the board of directors. |
| 7. | Reelecting PHC Notaires, in Lausanne, Switzerland, as the independent proxy. |
| 8. | Reelecting PricewaterhouseCoopers SA as the auditors. |
| 9. | Approving, on a binding basis under Swiss law, the compensation of the board of directors and the executive committee. |
| 10. | Approving, on an advisory basis under U.S. law, the compensation paid to our named executive officers. |
| 11. | Approving an amendment to increase the number of shares authorized under 2019 Equity Incentive Plan. |
| 12. | Approving amendments to article 4b of the articles of association to increase the Company’s conditional share capital for employee participation. |
We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on April 9, 2025, are entitled to notice of and vote at the Annual Meeting or any postponement(s) or adjournment(s) of the Annual Meeting.
Under U.S. Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to make our proxy materials available to all of our shareholders over the Internet. We will be able to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 24, 2025, we will commence sending to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the Annual Meeting, the Reports and the Auditors’ Report. The Notice also provides instructions on how to vote online or vote by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.
Whether or not you plan to attend the Annual Meeting, it is important that you cast your vote. You may vote over the Internet or by mail. You are urged to vote in accordance with the instructions set forth in the accompanying proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting, whether or not you can attend.
Thank you for your ongoing support of and interest in ADC Therapeutics SA.
By order of the board of directors,
/s/ Ron Squarer
Chair of the board of directors
/s/ Peter J. Graham
Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.