NOVOCURE LIMITED

(NVCR)
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Delayed Nasdaq  -  04:00 2022-08-09 pm EDT
76.78 USD   -1.11%
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NOVOCURE LTD : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

06/10/2022 | 04:17pm EDT

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 June 8, 2022, NovoCure Limited (the "Company") held its annual general meeting of shareholders (the "Annual Meeting"). The Company's shareholders elected Asaf Danziger, William Doyle, Jeryl Hilleman, David Hung, Kinyip Gabriel Leung, Martin Madden, Timothy Scannell and William Vernon as directors, effective immediately, with a term expiring at the annual meeting of shareholders in 2023. The election of these directors was not pursuant to any arrangement or understanding between any of them and any third party. As of the date of this report, none of these directors, nor any of their immediate family members, is a party, either directly or indirectly, to any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K. These directors will be compensated consistent with the compensation programs for non-employee directors.

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 U.S. federal court for U.S. securities law matters, (ii) allowing the adoption of shareholder resolutions by written consent, (iii) allowing us to hold meetings of shareholders virtually by electronic means, (iv) allowing for our directors to authorize indemnification agreements with our senior employees, in addition to our directors and executive officers, and (v) other administrative matters.

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 United States Securities and Exchange Commission on April 25, 2022.


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 Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the auditor and independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022 was approved as an ordinary resolution based upon the following votes:

     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 of Association of NovoCure Limited adopted 8
                   June 2022
104                Cover Page Interactive Data File (embedded within the Inline XBRL document)





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