UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2019
Commission File Number: 001-38722
ORCHARD THERAPEUTICS PLC
(Translation of registrant’s name into English)
108 Cannon Street
London EC4N 6EU
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Results of Annual General Meeting
On June 26, 2019, Orchard Therapeutics plc (the “Company”) held its 2019 Annual General Meeting (the “Annual General Meeting”). At the Annual General Meeting, all the resolutions set out in the Notice of Annual General Meeting sent to shareholders on May 31, 2019 were duly proposed and approved by a show of hands.
The matters presented for a vote and the related results are as follows:
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Ordinary Resolutions |
For |
Against |
Withheld |
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1. |
To receive, consider and adopt the Directors’ and Auditors’ Reports and Statement of Accounts for the year ended 31 December 2018 and note that the Directors do not recommend payment of a dividend |
36,974,057 |
580 |
250 |
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2. |
To approve the Directors’ Remuneration Report |
36,304,691 |
669,446 |
750 |
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3. |
To approve our Directors’ Remuneration Policy |
33,863,941 |
3,110,196 |
750 |
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4. |
To elect Hubert Gaspar as a Director |
36,909,927 |
64,710 |
250 |
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5. |
To elect Alicia Secor as a Director |
35,123,504 |
1,850,893 |
490 |
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6. |
To re-appoint PricewaterhouseCoopers LLP as Auditor |
36,969,310 |
5,327 |
250 |
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7. |
To authorise the Directors to determine the Auditor’s remuneration |
36,935,127 |
39,510 |
250 |
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Special Resolutions |
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8. |
To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006 (the “Act”) |
32,407,543 |
4,566,194 |
1,150 |
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9. |
Subject to the passing of Resolution 8, to authorise the Directors to allot equity securities, under Section 570 of the Act as if Section 561(1) of the 2006 Act did not apply to such allotment |
32,407,323 |
4,566,414 |
1,150 |
The full text of each resolution passed at the Annual General Meeting is set out in the Notice of Annual General Meeting sent to shareholders on May 31, 2019 and furnished as an exhibit to a Form 6-K filed with the U.S. Securities and Exchange Commission on June 3, 2019.
Other Events
On June 25, 2019, Hong Fang “Simone” Song, a Class I Director of the Company, stepped down from the Company’s Board of Directors effective immediately prior to the Annual General Meeting on June 26, 2019 and at the completion of her term. Ms. Song’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ORCHARD THERAPEUTICS PLC |
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Date: July 1, 2019 |
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By: |
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/s/ Frank E. Thomas |
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Frank E. Thomas Chief Financial Officer |