ORCHAR Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
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
The matters presented for a vote, which are more particularly described in the Notice and Proxy Statement, and the related results of each resolution are listed below. Votes "Withheld" constitute abstentions. Based on the results of the vote for Proposal 9, and consistent with the recommendation of the Company's Board of Directors (the "Board") to shareholders, the Board has determined to hold a non-binding advisory vote on executive compensation annually until the next required non-binding advisory vote on the frequency of holding future votes regarding the compensation of the Company's named executive officers.
Ordinary Resolutions For Against Withheld
1. To re-elect Steven Altschuler as
a director 84,487,466 15,319 51,109
2. To re-elect Marc Dunoyer as a
director 74,866,472 9,636,313 51,109
3. To re-elect James Geraghty as a
director 66,747,777 17,754,308 51,809
4. 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 84,491,763 11,966 50,165
5. 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, 2020 84,491,803 11,826 50,265
6. To authorize the Audit Committee
of the Board to determine the
Company's auditors' remuneration
for the fiscal year ending
December 31, 2020 84,488,789 13,259 51,846
7. To receive the U.K. statutory
annual accounts and reports for
the fiscal year ended December
31, 2019 and to note that the
Company's directors do not
recommend the payment of any
dividend for the year ended
December 31, 2019 84,489,071 12,335 52,488
8. To approve, on a non-binding,
advisory basis, the compensation
of the Company's named executive
officers for the year ended
December 31, 2019 84,363,680 136,568 53,646
One Year Two Years Three Years
9. To indicate, on a non-binding,
advisory basis, the preferred
frequency of future shareholder
advisory votes on the
compensation of the Company's
named executive officers 84,029,987 5,150 465,852
For Against Withheld
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10. To receive and approve the
Company's
directors' remuneration report
for the year ended
2019 84,377,519 122,320 54,055
11. To authorize the Board 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 69,963,653 14,582,291 7,950
Special Resolutions
12. Subject to the passing of
Resolution 11, to empower the
Board 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 65,758,846 18,789,498 5,55013. To adopt new articles of
association in substitution for
and to the exclusion of the
Company's current Articles of
Association in order to amend
articles 12.3, 51 and 52 of the
current Articles of Association
relating to quorum requirements
for meetings of the Company's
shareholders 84,486,473 13,647 53,77414. To adopt new articles of
association in substitution for
and to the exclusion of the
Company's current Articles of
Association in order to amend
provisions of the current
Articles of Association to permit
meetings of the Company's
shareholders to be hosted on an
electronic platform 72,695,770 11,803,610 54,514
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 3.1 Articles ofAssociation of Orchard Therapeutics plc, datedJune 17, 2020 104 Cover page interactive data file (embedded within the Inline XBRL document)
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