Item 3.03. Material Modification to Rights of Security Holders.
See the disclosure set forth in Item 5.03 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnJune 16, 2021 , at the 2021 Annual General Meeting of Shareholders (the "Annual Meeting") ofBeiGene, Ltd. (the "Company"), the Company's shareholders approved the Sixth Amended and Restated Memorandum and Articles of Association (the "Sixth Restated Articles"), which will become effective and will be filed with the Cayman Islands Registrar of Companies conditioned on and subject to the listing of the shares (the "RMB Shares") to be traded in Renminbi ("RMB") on the Science and Technology Innovation Board (the "STAR Market") of theShanghai Stock Exchange . Prior to that, the Fifth Amended and Restated Memorandum and Articles of Association shall continue to apply. The Sixth Restated Articles include the following key changes:
Transfer of Shares
To comply with the Rules Governing the Listing of Securities on the Science and Technology Innovation Board of theShanghai Stock Exchange and other applicable PRC securities regulations, in the Sixth Restated Articles, the Company amended the existing articles such that the transfer of any shares through electronic transfer as recognized by the designated stock exchanges shall be deemed to satisfy the requirement of form of instrument of transfer under the Sixth Restated Articles.
Proceedings at General Meetings
In the Sixth Restated Articles, the Company amended the existing articles such that the Company could hold a general meeting of shareholders as a physical meeting, as a hybrid meeting or as an electronic meeting. To the extent required by the designated stock exchange rules, the Company shall facilitate shareholders of RMB Shares to attend a general meeting through an online voting platform, and such attendance by the shareholders shall be deemed to constitute presence in person at the meeting.
In the Sixth Restated Articles, the Company amended the existing articles such that unless the Company consents in writing to the selection of an alternative forum, theU.S. federal district courts shall be the sole and exclusive forum for resolving any complaints asserting a cause of actions under theU.S. Securities Act of 1933, as amended.
The Sixth Restated Articles also contain consequential changes to the amendments described above.
Additional information about the Sixth Restated Articles is included in the Company's definitive proxy statement filed with theSecurities and Exchange Commission onApril 30, 2021 (the "Proxy Statement"). In addition, the foregoing description of the key changes to the existing articles are qualified by reference to the Sixth Restated Articles, a copy of which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
OnJune 16, 2021 , the Company held its Annual Meeting. As disclosed in the Proxy Statement, there were 1,197,322,617 ordinary shares entitled to vote at the Annual Meeting as of the record date ofApril 19, 2021 (the "Record Date"), of which approximately 974,614,433 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. At the Annual Meeting, of the ordinary shares entitled to vote, 1,037,286,911 ordinary shares, including ordinary shares represented by ADSs, or approximately 86.6% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolutions 1 to 6 and Resolutions 9 to 17; 1,031,862,911 ordinary shares, including ordinary shares represented by ADSs, or approximately 86.2% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolutions 7 and 8. In accordance with the Company's Fifth Amended and Restated Memorandum and Articles of Association, (a) 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, and (b) the quorum required for a general meeting of shareholders at which a special resolution is proposed consists of such shareholders present in person or by proxy who together hold shares carrying the right to at least a two-thirds 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-electDonald W. Glazer to serve as a Class II director until the 2024 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 928,014,539 107,174,653 2,097,719 -
Accordingly,
(2) Ordinary resolution: to re-electMichael Goller to serve as a Class II director until the 2024 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 1,027,704,667 7,484,525 2,097,719 -
Accordingly,
(3) Ordinary resolution: to re-electThomas Malley to serve as a Class II director until the 2024 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 1,032,105,592 3,083,600 2,097,719 -
Accordingly,
(4) Ordinary resolution: to re-elect
Votes For Votes Against Abstentions Broker Non-Votes 1,035,763,532 437,658 1,085,721 -
Accordingly,
The proposals for the election of directors related solely to the election of Class II directors nominated by the Board of Directors. The terms of the following directors continued after the Annual Meeting:John V. Oyler ,Timothy Chen ,Anthony C. Hooper ,Ranjeev Krishana ,Jing-Shyh (Sam) Su ,Xiaodong Wang andQingqing Yi . (5) Ordinary resolution: to approve and ratify the appointment ofErnst & Young Hua Ming LLP andErnst & Young as the Company's independent registered public accounting firms for the fiscal year endingDecember 31, 2021 : Votes For Votes Against Abstentions Broker Non-Votes 1,036,025,755 173,498 1,087,658 - Accordingly, the appointment ofErnst & Young Hua Ming LLP andErnst & Young as the Company's independent registered public accounting firms was approved and ratified. (6) Ordinary resolution: within the parameters of Rule 13.36 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 of Directors to issue, allot or deal with unissued ordinary shares and/or ADSs not exceeding 20% of the total number of issued ordinary shares of the Company as at the date of passing of such ordinary resolution up to the next annual general meeting of shareholders of the Company (the "General Mandate to Issue Shares"): Votes For Votes Against Abstentions Broker Non-Votes 990,583,846 45,605,644 1,097,421 -
Accordingly, the General Mandate to Issue Shares was approved.
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(7) 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 618,184,101 135,863,251 277,815,559 -
Accordingly, the Connected Person Placing Authorization I was approved.
(8) Ordinary resolution: to authorize the Company and its underwriters, in their sole discretion to allocate to each of 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 proposed issue RMB Shares to be listed on the STAR Market of theShanghai Stock Exchange and to be traded in RMB pursuant to the general mandate set forth above (the "Connected Person Placing Authorization IA (for the Issue of RMB Shares)"): Votes For Votes Against Abstentions Broker Non-Votes 618,210,751 135,841,658 277,810,502 -
Accordingly, the Connected Person Placing Authorization IA (for the Issue of RMB Shares) was approved.
(9) 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 (the "Connected Person Placing Authorization II"): Votes For Votes Against Abstentions Broker Non-Votes 684,519,278 115,420,094 237,347,539 -
Accordingly, the Connected Person Placing Authorization II was approved.
(10) Ordinary resolution: to authorize the Company and its underwriters, in their sole discretion, to allocate to 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 proposed issue of shares to be listed on the STAR Market and to be traded in RMB pursuant to the general mandate set forth above (the "the Connected Person Placing Authorization IIA (for the Issue of RMB Shares)"): Votes For Votes Against Abstentions Broker Non-Votes 684,515,638 115,423,734 237,347,539 -
Accordingly, the Connected Person Placing Authorization IIA was approved.
(11) 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 (the "Share Purchase Agreement"), as amended, by and between the Company and Amgen: Votes For Votes Against Abstentions Broker Non-Votes 703,516,653 96,421,445 237,348,813 -
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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(12) Ordinary resolution: to approve the grant of restricted share units ("RSUs") with a grant date fair value of$3,750,000 to Mr.John V. Oyler under the Second Amended and Restated 2016 Share Option and Incentive Plan (as amended, the "2016 Plan"), according to the terms and conditions described in the Proxy Statement; Votes For Votes Against Abstentions Broker Non-Votes 886,826,882 93,158,154 57,301,875 -
Accordingly, the grant of RSUs to Mr.
(13) Ordinary resolution: to approve the grant of RSUs with a grant date fair value of$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 930,855,170 94,151,159 12,280,582 -
Accordingly, the grant of RSUs to Dr.
(14) Ordinary resolution: to approve the grant of RSUs with a grant date fair value of$200,000 to each of the non-executive and independent non-executive directors, Mr.Anthony C. Hooper , Mr.Timothy Chen , Mr.Donald W. Glazer , Mr.Michael Goller , Mr.Ranjeev Krishana , Mr.Thomas Malley , Dr.Corazon (Corsee) D. Sanders , Mr.Jing-Shyh (Sam) Su 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 939,294,579 94,153,759 3,838,573 - Accordingly, the grant of RSUs to each of the non-executive and independent non-executive directors, Mr.Anthony C. Hooper , Mr.Timothy Chen , Mr.Donald W. Glazer , Mr.Michael Goller , Mr.Ranjeev Krishana , Mr.Thomas Malley , Dr.Corazon (Corsee) D. Sanders , Mr.Jing-Shyh (Sam) Su and Mr.Qingqing Yi , under the 2016 Plan, was approved.
(15) Ordinary resolution: to approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement:
Votes For Votes Against Abstentions Broker Non-Votes
924,537,017 111,638,134 1,111,760 -
Accordingly, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement, was approved.
(16) Special resolution: to adopt the Sixth Amended and Restated Memorandum and
Articles of
Votes For Votes Against Abstentions Broker Non-Votes 1,016,850,033 19,335,830 1,101,048 -
Accordingly, the Sixth Amended and Restated Memorandum and Articles of Association were adopted, conditioned on and subject to the listing of the RMB Shares on the STAR Market.
(17) 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 proposed Resolutions 1 through 16. Votes For Votes Against Abstentions Broker Non-Votes 885,431,684 150,759,366 1,095,861 - 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 proposed Resolutions 1 through 16, was approved.
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Item 8.01. Other Events.
OnJune 17, 2021 , the Company announced that the first patient was dosed in the global Phase 3 AdvanTIG-302 trial ofBeiGene's investigational anti-TIGIT antibody ociperlimab (BGB-A1217) in combination with its anti-PD-1 antibody tislelizumab, for the first-line treatment of patients with locally advanced, unresectable, or metastatic non-small cell lung cancer whose tumors exhibit high PD-L1 expression and do not harbor EGFR-sensitizing mutations or ALK translocations. This marks the initiation of the first Phase 3 clinical trial in the planned global pivotal program for ociperlimab. 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 3.1 Sixth Amended and Restated Memorandum and Articles of Association, effective upon completion of the listing of the RMB Shares on the STAR Market 99.1 Press Release titled "BeiGene Announces First
Patient Dosed in Global Phase
3 Trial of Anti-TIGIT Antibody Ociperlimab in
Non-Small Cell
issued byBeiGene, Ltd. onJune 17, 2021 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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Exhibit Index Exhibit No. Description 3.1 Sixth Amended and Restated Memorandum and Articles of Association, effective upon completion of the listing of the RMB Shares on the STAR Market 99.1 Press Release titled "BeiGene Announces First Patient Dosed in Global Phase 3 Trial of Anti-TIGIT Antibody Ociperlimab in Non-Small CellLung Cancer ", issued byBeiGene, Ltd. onJune 17, 2021 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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