Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment to Articles of Association
At the Annual Meeting, shareholders adopted a special resolution to amend and
restate our Articles of Association for the purposes of (i) the establishment of
exclusive jurisdiction in
The foregoing description of the Amended and Restated Articles of Association does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Articles of Association, a copy of which is attached to this report as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting, proxies and in-person shareholders representing
88,843,972 shares of the Company's ordinary shares, or approximately 84.96% of
the total shares entitled to vote, were present in person or by proxy and voted
on the following proposals, each of which is described in more detail in the
Company's definitive proxy statement filed with the
1. Election of Directors . The eight nominees for election to the Company's Board of Directors were elected as directors to hold office until the Company's 2023 Annual Meeting of Shareholders or until their successors are duly elected and qualified or until their offices are vacated, based upon the following votes: For Against Abstain Broker non-votes Asaf Danziger 73,428,788 381,940 36,495 14,996,749 William Doyle 72,449,342 1,362,090 35,791 14,996,749 Jeryl Hilleman 73,583,849 228,588 34,786 14,996,749 David Hung 72,210,308 1,600,160 36,755 14,996,749 Kinyip Gabriel Leung 73,167,732 644,061 35,430 14,996,749 Martin Madden 73,648,293 163,992 34,938 14,996,749 Timothy Scannell 71,021,318 2,791,545 34,360 14,996,749 William Vernon 72,169,348 1,643,447 34,428 14,996,749
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2. Ratification of Independent Registered Public Accounting Firm. The
proposal to approve and ratify the appointment, by the Audit Committee of the
Company's Board of Directors, of
For Against Abstain 88,572,998 228,543 42,431
3. Approval of a non-binding advisory vote to approve executive compensation. The proposal to approve executive compensation on a non-binding advisory basis was approved as an ordinary resolution based upon the following votes:
For Against Abstain Broker non-votes 48,509,477 25,274,827 62,919 14,996,749
4. To amend and restate our Articles of Association. The proposal to amend and restate our Articles of Association was approved as a special resolution based upon the following votes:
For Against Abstain Broker non-votes 72,135,350 1,677,923 33,950 14,996,749
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated Articles ofAssociation of NovoCure Limited adopted 8June 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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