Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
OnJune 22, 2022 ,Timothy Chen resigned from the Board of Directors (the "Board") ofBeiGene, Ltd. (the "Company"). In connection with his resignation,Mr. Chen also resigned from the Compensation Committee and theCommercial and Medical Affairs Advisory Committee of the Board.Mr. Chen served as a member of the Board since 2016.Mr. Chen resigned from the Board to devote more time to his other commitments. The decision byMr. Chen to resign was not the result of any disagreement with respect to the operations, policies, or practices of the Company. In connection with his resignation,Mr. Chen ceased to be an eligible participant under the Second Amended and Restated 2016 Share Option and Incentive Plan (as amended, the "2016 Plan"). The Company did not grant restricted share units toMr. Chen under the 2016 Plan pursuant to Proposal 15 of the 2022 Annual General Meeting of Shareholders of the Company (the "Annual Meeting"), which was approved by the shareholders onJune 22, 2022 .
Amendment No. 2 to the Second Amended and Restated 2016 Share Option and Incentive Plan
OnJune 22, 2022 , at the Annual Meeting, the Company's shareholders approved Amendment No. 2 ("Amendment No. 2") to the 2016 Plan to increase the number of authorized shares available for issuance under the 2016 Plan. Amendment No. 2 increases the aggregate number of shares authorized for issuance under the 2016 Plan by 66,300,000 ordinary shares, or 5.0% of the Company's outstanding shares as ofMarch 31, 2022 , from 217,023,772 ordinary shares (of which 48,054,590 shares were reserved and remained available for issuance as ofMarch 31, 2022 ) to 283,323,772 ordinary shares. Additional information about Amendment No. 2 is included in the Company's definitive proxy statement for the Annual Meeting filed with theSecurities and Exchange Commission onApril 29, 2022 (the "Proxy Statement"). In addition, the foregoing description of Amendment No. 2 is qualified by reference to Amendment No. 2, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
Termination of the Amended and Restated 2018 Inducement Equity Plan
Upon the effectiveness of Amendment No. 2, the Amended and Restated 2018 Inducement Equity Plan was terminated to the effect that no new equity awards will be granted under such plan but the outstanding equity awards under such plan will continue to vest and/or be exercisable.
Item 5.07. Submission of Matters to a Vote of Security Holders.
OnJune 22, 2022 , the Company held its Annual Meeting. As disclosed in the Proxy Statement, there were 1,334,805,269 ordinary shares entitled to vote at the Annual Meeting as of the record date ofApril 18, 2022 (the "Record Date"), of which approximately 962,669,760 were held in the name ofCitibank, N.A ., which issues Company-sponsored American Depositary Receipts evidencing American Depositary Shares ("ADSs"), which, in turn, each represent 13 ordinary shares, and 115,055,260 were our ordinary shares listed on the STAR Market and traded in RMB ("RMB shares"). At the Annual Meeting, of the ordinary shares entitled to vote, 1,068,007,266 ordinary shares, including ordinary shares represented by ADSs, or approximately 80.0% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolutions 1 to 9 and 11 to 18; and 1,062,583,266 ordinary shares, including ordinary shares represented by ADSs, or approximately 79.6% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolution 10. In accordance with the Company's Sixth Amended and Restated Memorandum and Articles of Association, the quorum required for a general meeting of shareholders at which an ordinary resolution is proposed consists of such shareholders present in person or by proxy who together hold shares carrying the right to at least a simple majority of all votes capable of being exercised on a poll. The matters set forth below were voted on by the Company's shareholders as of the Record Date at the Annual Meeting. Detailed descriptions of these matters and the voting procedures applicable to these matters at the Annual Meeting are contained in the Proxy Statement. Set forth below are the total number of shares voted for and against each matter, as well as the total number of abstentions and broker non-votes with respect to each matter. (1) Ordinary resolution: to re-electAnthony C. Hooper to serve as a Class III director until the 2025 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal: Votes For Votes Against Abstentions Broker Non-Votes 1,006,706,801 61,091,519 208,946 -
Accordingly,
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(2) Ordinary resolution: to re-electRanjeev Krishana to serve as a Class III director until the 2025 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal: Votes For Votes Against Abstentions Broker Non-Votes 943,936,889 123,966,142 104,235 -
Accordingly,
(3) Ordinary resolution: to re-electXiaodong Wang to serve as a Class III director until the 2025 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal: Votes For Votes Against Abstentions Broker Non-Votes 1,062,374,118 5,528,208 104,940 -
Accordingly,
(4) Ordinary resolution: to re-electQingqing Yi to serve as a Class III director until the 2025 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal: Votes For Votes Against Abstentions Broker Non-Votes 938,217,422 129,688,844 101,000 -
Accordingly,
(5) Ordinary resolution: to re-electMargaret Dugan to serve as a Class I director until the 2023 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal: Votes For Votes Against Abstentions Broker Non-Votes 1,067,488,510 423,504 99,252 -
Accordingly,
(6) Ordinary resolution: to re-electAlessandro Riva to serve as a Class I director until the 2023 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal: Votes For Votes Against Abstentions Broker Non-Votes 1,064,824,026 3,079,024 104,216 -
Accordingly,
The proposals for the election of directors related solely to the election of Class I and Class III directors nominated by the Board. The terms of the following directors continued after the Annual Meeting:John V. Oyler ,Donald W. Glazer ,Michael Goller ,Thomas Malley andCorazon (Corsee) D. Sanders . (7) Ordinary resolution: to approve and ratify the selection ofErnst & Young LLP ,Ernst & Young Hua Ming LLP andErnst & Young as the Company's reporting accounting firms for the fiscal year endingDecember 31, 2022 : Votes For Votes Against Abstentions Broker Non-Votes 1,064,092,884 3,879,388 34,994 -
Accordingly, the selection of
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(8) Ordinary resolution: within the parameters of the Rules Governing the Listing of Securities on theStock Exchange of Hong Kong Limited , to approve the granting of a share issue mandate to the Board to issue, allot or deal with (i) unissued ordinary shares (excluding RMB shares) and/or ADSs not exceeding 20% of the total number of issued ordinary shares (excluding RMB shares) of the Company and/or (ii) unissued RMB shares not exceeding 20% of the total number of issued RMB shares of the Company, each as of the date of passing of such ordinary resolution up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Proxy Statement (the "General Mandate to Issue Shares"): Votes For Votes Against Abstentions Broker Non-Votes 827,192,929 240,772,355 41,982 -
Accordingly, the General Mandate to Issue Shares was approved.
(9) Ordinary resolution: within the parameters of the Rules Governing the Listing of Securities on theStock Exchange of Hong Kong Limited , to approve the granting of a share repurchase mandate to the Board to repurchase an amount of ordinary shares (excluding RMB shares) and/or ADSs, not exceeding 10% of the total number of issued ordinary shares (excluding RMB shares) of the Company as of the date of passing of such ordinary resolution up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Proxy Statement (the "General Mandate to Repurchase Shares"): Votes For Votes Against Abstentions Broker Non-Votes 1,067,051,779 919,603 35,884 -
Accordingly, the General Mandate to Repurchase Shares was approved.
(10) Ordinary resolution: to authorize the Company and its underwriters, in their sole discretion, to allocate to each ofBaker Bros .Advisors LP andHillhouse Capital Management, Ltd. and parties affiliated with each of them (the "Existing Shareholders"), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate set forth above for a period of five years, which period will be subject to an extension on a rolling basis each year (the "Connected Person Placing Authorization I"): Votes For Votes Against Abstentions Broker Non-Votes 433,605,379 351,829,256 277,148,631 -
Accordingly, the Connected Person Placing Authorization I was approved.
(11) Ordinary resolution: to authorize the Company and its underwriters, in their sole discretion, to allocate to Amgen Inc. ("Amgen") up to a maximum amount of shares in order to maintain the same shareholding percentage of Amgen (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate set forth above for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Amgen (the "Connected Person Placing Authorization II"): Votes For Votes Against Abstentions Broker Non-Votes 502,813,936 326,447,520 238,745,810 -
Accordingly, the Connected Person Placing Authorization II was approved.
(12) Ordinary resolution: to approve the grant of an option to acquire shares to Amgen to allow Amgen to subscribe for additional shares under a specific mandate in an amount necessary to enable it to increase (and subsequently maintain) its ownership at approximately 20.6% of the Company's outstanding share capital, up to an aggregate of 75,000,000 ordinary shares during the option term, pursuant to the terms of the Restated Amendment No. 2 datedSeptember 24, 2020 (the "Restated Second Amendment") to the Share Purchase Agreement datedOctober 31, 2019 , as amended, by and between the Company and Amgen: Votes For Votes Against Abstentions Broker Non-Votes 707,625,627 121,690,604 238,691,035 -
Accordingly, the grant of an option to acquire shares to Amgen pursuant to the terms of the Restated Second Amendment was approved.
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(13) Ordinary resolution: to approve the grant of restricted share units
("RSUs") with a grant date fair value of
Votes For Votes Against Abstentions Broker Non-Votes 1,003,123,273 13,310,960 51,573,033 -
Accordingly, the grant of RSUs to Mr.
(14) Ordinary resolution: to approve the grant of RSUs with a grant date fair value ofUS$1,000,000 to Dr.Xiaodong Wang under the 2016 Plan, according to the terms and conditions described in the Proxy Statement: Votes For Votes Against Abstentions Broker Non-Votes 948,040,399 105,798,613 14,168,254 -
Accordingly, the grant of RSUs to Dr.
(15) Ordinary resolution: to approve the grant of RSUs with a grant date fair value ofUS$200,000 to each of other non-executive and independent non-executive directors, Mr.Anthony C. Hooper , Mr.Timothy Chen , Dr.Margaret Dugan , Mr.Donald W. Glazer , Mr.Michael Goller , Mr.Ranjeev Krishana , Mr.Thomas Malley , Dr.Alessandro Riva , Dr.Corazon (Corsee) D. Sanders , and Mr.Qingqing Yi , under the 2016 Plan, according to the terms and conditions described in the Proxy Statement: Votes For Votes Against Abstentions Broker Non-Votes 959,224,652 105,770,960 3,011,654 - Accordingly, the grant of RSUs to each of the non-executive and independent non-executive directors, Mr.Anthony C. Hooper , Mr.Timothy Chen , Dr.Margaret Dugan , Mr.Donald W. Glazer , Mr.Michael Goller , Mr.Ranjeev Krishana , Mr.Thomas Malley , Dr.Alessandro Riva , Dr.Corazon (Corsee) D. Sanders , and Mr.Qingqing Yi , under the 2016 Plan, was approved. (16) Ordinary resolution: to approve Amendment No. 2 to the Second Amended and Restated 2016 Share Option and Incentive Plan to increase the number of authorized shares available for issuance by 66,300,000 ordinary shares, subject to the conditions that the number of ordinary shares that may be issued under new options granted under the 2016 Plan and the Amended and Restated 2018 Inducement Equity Plan shall not exceed 10% of the issued share capital as of the date of the shareholders' resolution approving Amendment No. 2 to the 2016 Plan, and such approved increase in number of authorized shares available for issuance shall be reduced to the extent necessary such that the 10% limit is not exceeded: Votes For Votes Against Abstentions Broker Non-Votes 950,481,503 117,217,711 308,052 -
Accordingly, Amendment No. 2 to the 2016 Plan was approved.
(17) Ordinary resolution: non-binding, advisory vote on the compensation of the Company's named executive officers, as disclosed in the Proxy Statement:
Votes For Votes Against Abstentions Broker Non-Votes 944,622,627 123,002,095 382,544 -
Accordingly, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement, was approved.
(18) Ordinary resolution: to approve the adjournment of the Annual Meeting by the chairman, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposed resolutions 1 to 17:
Votes For Votes Against Abstentions Broker Non-Votes 920,563,014 147,345,244 99,008 - Accordingly, the adjournment of the Annual Meeting by the chairman, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting, to approve any of the proposed resolutions 1 to 17, was approved.
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Item 8.01. Other Events.
OnJune 21, 2022 , the Company announced that theCenter for Drug Evaluation (CDE) of theChina National Medical Products Administration (NMPA) accepted a supplemental biologics license application (sBLA) for the company's anti-PD-1 inhibitor, tislelizumab, in combination with chemotherapy as a first-line treatment for patients with advanced or metastatic gastric or gastroesophageal junction adenocarcinoma whose tumors express PD-L1. The full text of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Amendment No. 2 to the Second Amended and
Restated 2019 Share Option and
Incentive Plan 99.1 Press release titled "BeiGene Announces
Acceptance of Supplemental Biologics
License Application inChina for Anti-PD-1
Inhibitor Tislelizumab" issued by
BeiGene, Ltd. onJune 21, 2022 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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