DBV TECHNOLOGIES Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The foregoing description is qualified in its entirety by reference to the full text of the bylaws, the English translation of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Within the authority of the Ordinary Shareholders' Meeting:
1. The resolution approving the annual financial statements for the year
ended on December 31, 2020 was approved, based on the following votes:
Voted For Voted Against Vote Withheld
27,950,964 118,657 25,284
2. The resolution approving the consolidated financial statements for the
year ended on December 31, 2020 was approved, based on the following
votes:
Voted For Voted Against Vote Withheld
27,949,969 119,632 25,304
3. The resolution allocating income for the year ended on December 31, 2020
was approved, based on the following votes:
Voted For Voted Against Vote Withheld
28,025,202 44,068 25,635
4. The resolution allocating the accumulated deficit to the "Additional
paid-in capital" was approved, based on the following votes:
Voted For Voted Against Vote Withheld
27,997,066 60,437 37,402
5. The resolution regarding the statutory auditors' special report on
regulated agreements and acknowledgement of the absence of new regulated
agreements was approved, based on the following votes:
Voted For Voted Against Vote Withheld
27,967,662 100,639 26,604
6. The resolution renewing the term of office of Julie O'Neill as director
was approved, based on the following votes:
Voted For Voted Against Vote Withheld
27,637,166 426,759 30,980
7. The resolution renewing the term of office of Viviane Monges as director
was approved, based on the following votes:
Voted For Voted Against Vote Withheld
27,889,134 174,791 30,980
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8. The resolution appointing Ms. Adora Ndu to replace Mr. Torbjörn Bjerke as
director was approved, based on the following votes:
Voted For Voted Against Vote Withheld
28,000,172 63,425 31,308
9. The resolution appointing Mr. Ravi Rao as director was approved, based on
the following votes:
Voted For Voted Against Vote Withheld
28,000,237 63,858 30,810
10. The resolution ratifying the provisional appointment of Timothy E. Morris
as director was approved, based on the following votes:
Voted For Voted Against Vote Withheld
28,004,885 64,075 25,945
11. The resolution determining the annual fixed sum to be allocated to the
members of the Board of Directors was approved, based on the following
votes:
Voted For Voted Against Vote Withheld
27,913,118 128,859 52,928
12. The resolution approving the compensation policy for the Chairman of the
Board of Directors and for the Board members was approved, based on the
following votes:
Voted For Voted Against Vote Withheld
27,883,708 172,692 38,505
13. The resolution approving the compensation policy for the Chief Executive
Officer and/or any other executive corporate officer was approved, based
on the following votes:
Voted For Voted Against Vote Withheld
26,269,311 1,795,502 30,092
14. The resolution approving, on an advisory basis, the compensation of named
executive officers other than the Chief Executive Officer was approved,
based on the following votes:
Voted For Voted Against Vote Withheld
27,885,791 175,095 34,019
15. The resolution approving, on an advisory basis, the opportunity to
consult shareholders each year on the compensation paid by the Company to
named executive officers other than the Chief Executive Officer was
approved, based on the following votes:
Voted For Voted Against Vote Withheld
28,033,975 48,273 12,657
In accordance with the voting results for this proposal and the recommendation of the Company's board of directors, the Company will hold future advisory votes on the compensation of the Company's named executive officers every year. The next required advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers will take place no later than at the Company's 2027 annual combined general meeting of shareholders.
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16. The resolution approving, on an advisory basis, the opportunity to
consult shareholders every two years on the compensation paid by the
Company to named executive officers other than the Chief Executive
Officer was not approved, based on the following votes:
Voted For Voted Against Vote Withheld
1,493,946 26,588,122 12,837
17. The resolution approving, on an advisory basis, the opportunity to
consult shareholders every three years on the compensation paid by the
Company to named executive officers other than the Chief Executive
Officer was not approved, based on the following votes:
Voted For Voted Against Vote Withheld
1,486,564 26,595,354 12,987
18. The resolution approving the information set out in section I of Article
L.22-10-9 of the French Commercial Code was approved, based on the
following votes:
Voted For Voted Against Vote Withheld
27,934,694 128,896 31,315
19. The resolution approving the fixed, variable and non-recurringcomponents
of overall compensation and benefits of all types paid or assigned during
the year ended December 31, 2020 to Michel de Rosen , Chairman of the
Board of Directors, was approved, based on the following votes:
Voted For Voted Against Vote Withheld
27,944,348 116,529 34,028
20. The resolution approving the fixed, variable and non-recurringcomponents
of overall compensation and benefits of all types paid or assigned during
the year ended December 31, 2020 to Daniel Tassé , Chief Executive Officer
was approved, based on the following votes:
Voted For Voted Against Vote Withheld
26,266,148 1,798,476 30,281
21. The resolution approving the fixed, variable and non-recurringcomponents
of overall compensation and benefits of all types paid or assigned during
the year ended December 31, 2020 to Marie-Catherine Théréné, Deputy Chief
Executive Officer until September 17, 2020 was approved, based on the
following votes:
Voted For Voted Against Vote Withheld
27,868,818 192,888 33,199
22. The resolution authorizing the Board of Directors to buy back company
shares on the Company's behalf pursuant to Article L. 22-10-62 of the
French Commercial Code, length of authorization, purpose, terms, and
maximum amount, suspension during a public offering period was approved,
based on the following votes:
Voted For Voted Against Vote Withheld
27,970,926 82,559 41,420
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Within the authority of the Extraordinary Shareholders' Meeting:
23. The resolution authorizing the Board of Directors for the Company to
cancel the shares bought back pursuant to Article L. 22-10-62 of the
French Commercial Code, length of authorization, maximum amount,
suspension during a public offering period was approved, based on the
following votes:
Voted For Voted Against Vote Withheld
27,932,239 145,874 16,792
24. The resolution delegating powers to the Board of Directors to issue
ordinary shares, giving, as necessary, access to ordinary shares or to
the allocation of debt securities (of the Company or of a Group company)
and/or securities giving access to ordinary shares (of the Company or of
a Group company) with pre-emptive rights, suspension during a public
offering period was approved, based on the following votes:
Voted For Voted Against Vote Withheld
27,956,681 123,454 14,770
25. The resolution delegating powers to be granted to the Board of Directors
to issue ordinary shares giving access, as the case may be, to ordinary
shares or to the allocation of debt securities (of the Company or a Group
company), and/or securities giving access to ordinary shares (of the
Company or a Group company), without pre-emptive rights, by means of a
public offer (excluding the offers set out in section 1 of Article
L.411-2 of the French Monetary and Financial Code), and/or as
consideration for securities in the context of a public exchange offer,
suspension during a public offering period was approved, based on the
following votes:
Voted For Voted Against Vote Withheld
27,167,500 909,864 17,541
26. The resolution delegating powers to be granted to the Board of Directors
to issue ordinary shares giving access, as the case may be, to ordinary
shares or to the allocation of debt securities (of the Company or a group
company), and/or securities giving access to ordinary shares (of the
Company or a group company), without pre-emptive rights, by means of a
public offer referred to in paragraph 1 of Article L.411-2 of the French
Monetary and Financial Code, suspension during a public offering period
was approved, based on the following votes:
Voted For Voted Against Vote Withheld
26,707,115 1,370,219 17,571
27. The resolution providing authorization, in the event of an issue without
pre-emptive rights, to set the issue price according to the terms set by
the General Meeting, within a limit of 10% of the capital per year was
approved, based on the following votes:
Voted For Voted Against Vote Withheld
27,343,545 735,666 15,694
28. The resolution delegating powers to be granted to the Board of Directors
to issue ordinary shares, giving, if applicable, access to ordinary
shares or the allocation of debt securities (of the Company or a group
company) and/or securities giving access to ordinary shares (of the
Company or a group company), with pre-emptive subscription rights waived
in favor of categories of persons with certain characteristics,
suspension during a public offering period was approved, based on the
following votes:
Voted For Voted Against Vote Withheld
26,682,858 1,394,253 17,794
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29. The resolution providing authorization to increase the total amount of
issues was approved, based on the following votes:
Voted For Voted Against Vote Withheld
27,383,510 694,328 17,067
30. The resolution delegating powers to be granted to the Board of Directors
for the purpose of deciding on any merger-absorption, demerger, or
partial contribution of assets was approved, based on the following
votes:
Voted For Voted Against Vote Withheld
26,290,565 1,789,403 14,937
31. The resolution delegating powers to be granted to the Board of Directors
to issue ordinary shares giving access to ordinary shares or to the
allocation of debt securities (of the Company or of a Group company),
and/or securities giving access to ordinary shares (of the Company or of
a Group company), in the context of a merger, demerger or partial
contribution of assets decided by the Board of Directors pursuant to the
delegation referred to in the thirtieth resolution, suspension during a
public offering period was approved, based on the following votes:
Voted For Voted Against Vote Withheld
26,288,445 1,790,694 15,766
32. The resolution setting an overall limit on the maximum authorized amounts
set under the 25th, 26th, 28th and 31st resolutions of this Meeting and
the 28th resolution of the General Meeting of April 20, 2020 was
approved, based on the following votes:
Voted For Voted Against Vote Withheld
27,083,426 995,304 16,175
33. The resolution delegating powers to the Board of Directors to issue stock
warrants (BSA), subscription and/or acquisition of new and/or existing
stock warrants (BSAANE) and/or subscription and/or acquisition of new
and/or existing redeemable stock warrants (BSAAR) with cancellation of
preferential subscription rights, reserved for a category of persons,
suspension during a public offering period was approved, based on the
following votes:
Voted For Voted Against Vote Withheld
26,280,954 1,799,207 14,744
34. The resolution delegating powers to be granted to the Board of Directors
to increase the share capital by means of the issue of ordinary shares
and/or securities giving access to capital, with pre-emptive subscription
rights waived in favor of members of a company savings plan pursuant to
Articles L.3332-18 et seq. of the French Labor Code was approved, based
on the following votes:
Voted For Voted Against Vote Withheld
27,963,554 116,886 14,465
35. The resolution providing authorization to be granted to the Board of
Directors to allocate free existing and/or future shares to members of
staff and/or certain corporate officers of the Company or related
companies or economic interest groups, with shareholders waiving their
pre-emptive rights, length of authorization, maximum amount, duration of
vesting periods specifically in respect of disability and, if applicable,
holding periods was approved, based on the following votes:
Voted For Voted Against Vote Withheld
26,294,717 1,788,797 11,391
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36. The resolution providing authorization to be granted to the Board of
Directors to grant share subscription and/or purchase options (stock
options) to members of staff and/or certain corporate officers of the
company or related companies or economic interest groups, with
shareholders waiving their pre-emptiverights, length of authorization,
maximum amount, strike price, maximum term of the option was approved,
based on the following votes:
Voted For Voted Against Vote Withheld
26,307,709 1,776,175 11,021
37. The resolution amending Article 13 of the by-laws in order to set the age
limit for the Chairman of the Board of Directors at 75 years of age was
approved, based on the following votes:
Voted For Voted Against Vote Withheld
27,973,264 109,641 12,000
38. The resolution regarding powers to complete formalities was approved,
based on the following votes:
Voted For Voted Against Vote Withheld
28,011,909 71,200 11,796
Item 8.01 Other Events.
At a meeting of the Board of Directors of the Company held following the Annual General Meeting, the Board of Directors reconstituted its committees. Current committee membership is as set forth below:
• Audit Committee:Viviane Monges (Chair),Timothy Morris ,Adora Ndu • Compensation Committee:Michel de Rosen (Chair), Maïlys Ferrère,Daniel Soland •Nominating and Corporate Governance Committee :Michael J. Goller (Chair), Maïlys Ferrère,Michel de Rosen ,Ravi Rao
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated By-laws (statuts) ofDBV Technologies S.A. (English Translation)
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