ADC Therapeutics SA
For the period ended Jun 1, 2026. Filed Apr 20, 2026.
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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.
Jun 1, 2026 · Filed Apr 20, 2026
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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. )
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| 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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NOTICE OF THE 2026 ANNUAL GENERAL MEETING OF
SHAREHOLDERS
Date and Time: June 1, 2026 at 9:00 AM EDT / 3:00 PM CEST
(login available from 8:00 AM EDT / 2:00 PM CEST)
Annual Meeting to Be Held Virtually at: www.gvmanager-live.ch/adc
Dear Shareholders:
We are pleased to invite you to the 2026 annual general meeting of shareholders (the “Annual Meeting”) of ADC Therapeutics SA (the “Company”) to be held virtually on June 1, 2026, at 9:00 AM EDT / 3:00 PM CEST at www.gvmanager-live.ch/adc. The Annual Meeting will be held only virtually.
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, 2025 (collectively, the “Reports”) and acknowledging the auditors’ reports for the year ended December 31, 2025 (the “Auditors’ Report”). |
| 2. | Approving, on an advisory basis under Swiss law, the Company’s compensation report for the year ended December 31, 2025. |
| 3. | Discharging the members of the board of directors and the executive committee from liability for the year ended December 31, 2025. |
| 4. | Approving the appropriation of the financial results for the year ended December 31, 2025 by carrying forward the loss resulting from such year. |
| 5. | 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 articles 4a, 4b and 4c of the articles of association to increase the Company’s capital range (article 4a), conditional share capital for employee participation (article 4b) and conditional share capital for financing, acquisitions and other purposes (article 4c) as well as the introduction of article 4d regarding a conditional share capital based on the capital range. |
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 16, 2026, are entitled to notice of, attend 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. On or about April 22, 2026, 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 by mail 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 online or by mail.
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
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