UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Not Applicable |
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(IRS Employer Identification No.) |
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(Address of Principal Executive Offices; Zip Code) |
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Registrant’s Telephone Number, Including Area Code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 16, 2021, Orchard Therapeutics plc (the “Company”) held its 2021 Annual General Meeting (the “Annual General Meeting”). At the Annual General Meeting, all the resolutions set out in the Notice of Annual General Meeting (the “Notice”) sent to shareholders and filed in the Company’s definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission on April 28, 2021 (the “Proxy Statement”) were duly proposed and passed.
The matters presented for a vote, which are described in additional detail in the Notice and Proxy Statement, and the related results of each resolution are listed below. Votes “Withheld” constitute abstentions.
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Ordinary Resolutions |
For |
Against |
Withheld |
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To re-elect Charles A. Rowland, Jr. as a director |
57,493,018 |
8,840,355 |
26,368 |
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To re-elect Joanne T. Beck as a director |
63,363,199 |
2,967,711 |
28,831 |
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To re-appoint PricewaterhouseCoopers LLP, a United Kingdom entity, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders |
66,282,567
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54,061 |
23,113 |
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To ratify the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership, as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2021 |
66,299,907
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53,472 |
6,362 |
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To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2021 |
66,281,854
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65,192 |
12,695 |
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To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2020 and to note that the Company’s directors do not recommend the payment of any dividend for the year ended December 31, 2020 |
66,264,128
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78,062 |
17,551 |
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To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2020 |
62,846,411
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3,441,989 |
71,341 |
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To receive and approve on an advisory basis the Company’s U.K. statutory directors’ remuneration report for the year ended December 31, 2020 |
62,998,348
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3,299,947 |
61,446 |
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To authorize the Board of Directors generally and unconditionally to allot shares pursuant to Section 551 of the Companies Act 2006 (the “Act”) or to grant rights to subscribe for or to convert any security into shares of the Company up to a maximum aggregate nominal amount of £13,023,851.50 |
62,241,337
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3,969,545 |
148,859 |
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Special Resolutions |
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Subject to the passing of Resolution 9, to empower the Board of Directors to allot equity securities, under Section 570 of the Act as if Section 561(1) of the Act did not apply to such allotment up to a maximum aggregate nominal amount of £13,023,851.50 |
53,305,940
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12,903,607 |
150,194
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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104 |
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Cover page interactive data file (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
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ORCHARD THERAPEUTICS PLC |
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Date: June 22, 2021 |
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By: |
/s/ Frank E. Thomas |
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Frank E. Thomas |
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President and Chief Operating Officer |