BICYCLE THERAPEUTICS plc

For the period ended May 16, 2024. Filed Apr 15, 2024.

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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 16, 2024 · Filed Apr 15, 2024

BCYC$3.61+3.7%Stored close · as of Nov 6, 2026

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DEF 14A 1 tmb-20240516xdef14a.htm DEF 14A

UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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 Pursuant to § 240.14a-12

Bicycle Therapeutics 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 the appropriate box)


⌧◻	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.

Bicycle Therapeutics plc

Blocks A & B, Portway Building,

Granta Park, Great Abington, Cambridge, CB21 6GS, United Kingdom

April 15, 2024

Dear Shareholder:

We are pleased to provide details of the 2024 Annual General Meeting (the “AGM”) of Bicycle Therapeutics plc to be held on Thursday, May 16, 2024, at 9:00 a.m. Eastern Daylight Time (2:00 p.m. London time), at the offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001.

Details regarding the business to be conducted at AGM, and admission to the AGM, are described in the accompanying Notice of Annual Meeting of Shareholders and proxy statement.

Your vote is important. We hope you will vote as soon as possible. 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, 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 Bicycle Therapeutics plc. We look forward to receiving your vote in respect of the business to be conducted at the AGM.

Yours sincerely,

Pierre Legault

Chairman

Bicycle Therapeutics plc**

**Blocks A & B, Portway Building

Granta Park, Great Abington, Cambridge, CB21 6GS, United Kingdom

NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, MAY 16, 2024

NOTICE is hereby given that the 2024 Annual General Meeting (the “AGM”) of Bicycle Therapeutics 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 16, 2024, at 9:00 a.m. Eastern Daylight Time (2:00 p.m. London time), at the offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001, for transaction of the following business:

Ordinary Resolutions

1.	To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association.

2.	To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association.

3.	To approve, on advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement.

4.	To ratify the appointment of PricewaterhouseCoopers 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, 2024.

5.	To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders.

6.	To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024.

7.	To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (the “2023 U.K. Annual Report”).

8.	To approve our directors’ remuneration report for the year ended December 31, 2023 (the “directors’ remuneration report”), which is set forth as Annex A to the attached proxy statement.

To authorize the Board of Directors, generally and unconditionally for the purpose of section 551 of the U.K. Companies Act 2006 (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 (“Rights”) up to a maximum aggregate nominal amount of £1,000,000. This authority shall expire (unless previously renewed, varied or revoked) on May 15, 2029, but we may at any time before the expiration of this authority make an offer or agreement which would or might require shares to be allotted, or Rights to be granted, pursuant to this authority after its expiration, and the Board of Directors may allot shares or grant Rights in pursuance of that offer or agreement as if the authority conferred by this resolution had not expired. The authority granted by this resolution shall replace all of our existing authorities to allot any shares and to grant Rights previously granted pursuant to section 551 of the Companies Act, but without prejudice to any allotment of shares or grant of Rights already made or agreed or offered to be made pursuant to such authorities.

Special resolutions

10.

Subject to the passing of Resolution 9, to empower the Board of Directors 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 9 as if section 561(1) of the Companies Act did not apply to that allotment. This power:

a.	shall be limited to the allotment of equity securities up to a maximum aggregate of £1,000,000;

expires (unless previously renewed, varied or revoked) on May 15, 2029, but we may at any time before the expiration of this power make an offer or agreement which would or might require equity securities to be allotted after that expiry and the Board of Directors may allot equity securities pursuant to any of those offers or agreements as if the power had not expired; and

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 9” were omitted.

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 Board of 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 agreed or agreed to be made pursuant to such authorities.

11.	That with effect from the conclusion of the AGM, the draft articles of association, which are set forth as Annex B to the attached proxy statement, be adopted as the articles of association in substitution for, and to the exclusion of, our existing articles of association.

Please refer to the attached proxy statement for detailed information on each of the resolutions, which are set forth as proposals 1 through 11. We encourage you to read the proxy statement in its entirety before voting. Our Board of Directors has approved each proposal and recommends that shareholders entitled to vote at the AGM vote in favor of each of the proposals.

Proposals 1 through 9 will be proposed as ordinary resolutions and under English law, assuming that a quorum is present, an ordinary resolution is passed 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. Proposals 10 and 11 will be proposed as special resolutions and under English law, assuming that a quorum is present, a special resolution is passed if it is approved by holders representing at least 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 proposals 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 proposals 3, 7 and 8 regarding advisory approval of the executive compensation of our named executive officers, receipt and adoption of the 2023 U.K. Annual Report and approval of the directors’ remuneration report for the year ended December 31, 2023 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 proposals.

Only those ordinary shareholders of record as of 1:00 p.m. Eastern Daylight Time (6:00 p.m. London time) on Tuesday, May 14, 2024 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.

Your vote is important, regardless of the number of shares you own. 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 9:00 a.m. Eastern Daylight Time (2:00 p.m. London time) on May 14, 2024. In addition, institutional investors may be able to appoint a proxy electronically via the Proxymity platform. You may revoke your proxy in the manner described in the accompanying proxy statement. Holders of our American Depositary Shares (“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://investors.bicycletherapeutics.com) as soon as reasonably practicable following the AGM. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.


BY ORDER OF THE BOARD		REGISTERED OFFICE

		Blocks A & B, Portway Building, Granta Park, Great Abington, Cambridge, CB21 6GS,United Kingdom
Jim SutcliffeCompany SecretaryApril 15, 2024
		REGISTERED DETAILS

		Registered in England and WalesNo 11036004

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on May 16, 2024

The Notice of 2024 Annual General Meeting, the proxy statement, the Annual Report on Form 10-K, the 2023 U.K. Annual Report and form of proxy (collectively, the “Proxy Materials”) are available in the Investor section of our website at https://investors.bicycletherapeutics.com. Information included on our website, other than the Proxy Materials, is not part of our proxy soliciting materials.

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