Adc Therapeutics SA

This proposal asks shareholders to approve the Company’s management report and the statutory and consolidated financial statements for fiscal year 2025 and to acknowledge the auditors’ reports. Under Swiss corporate law, submission of these documents to shareholders for approval is a standard annual requirement; approval formally confirms shareholders’ acceptance of management’s presentation of the company’s financial condition and results for the year. Management is seeking ratification to close the governance loop on financial reporting and to enable the Company to proceed without further shareholder objections on matters disclosed in those reports. The proposal is presented as a routine, majority‑vote item and the board recommends a FOR vote because the financial statements have been audited and reviewed by the audit committee and external auditors. From a governance perspective, approval signals shareholder acceptance of the Company’s accounting, disclosures and auditors’ work but does not limit later claims based on undisclosed facts; under Swiss practice it is nevertheless an important formal step. For investors assessing risk, the vote itself does not change underlying financials but is a checkpoint for transparency and audit quality: shareholders should compare the statements and the auditors’ report for any qualifications or emphasis-of-matter. Given the audit committee’s review and the auditors’ presence, the board frames this as a straightforward acceptance of audited results. The board’s recommendation reflects confidence in the audit process and the Company’s reporting for 2025; shareholders who want additional assurance should review the 2025 Annual Report and auditors’ report in advance of voting.

This proposal requests a non-binding (advisory) shareholder vote on the Company’s 2025 compensation report prepared in accordance with Swiss law. Management is seeking shareholder endorsement of disclosed executive and board pay practices and outcomes to demonstrate alignment with shareholders and Swiss disclosure requirements; the advisory nature means the vote does not itself change pay but serves as feedback for the board and compensation committee. The compensation report describes pay philosophy, benchmarking, target opportunity levels, components (base, annual incentive, equity), and outcomes (including actual bonuses and equity grants) and discloses the Compensation Committee’s use of an independent advisor. The board’s recommendation to vote FOR is supported by the Company’s say-on-pay history (87.9% support in 2025) and the Compensation Committee’s view that the program is pay-for-performance and aligns management and shareholder interests. For analysts, the advisory result is useful as an indicator of investor sentiment on pay; a strong FOR supports continuity while weak support would likely trigger engagement and potential program changes. The Swiss advisory vote exists alongside the binding Swiss vote on total compensation (Proposal 9) and the U.S. advisory say-on-pay (Proposal 10), so investors should consider all three when assessing alignment. Management frames this as a routine transparency item; shareholders concerned about specific features (severance terms, equity pool increases, double-trigger vesting) should review the compensation report and related tables before voting.

This proposal seeks shareholder approval to discharge the board of directors and the executive committee from liability for their activities during 2025 as customary under Swiss corporate law. Discharge, if approved, generally bars derivative claims by shareholders regarding disclosed facts from the year, subject to certain exceptions and a six‑month window for lawsuits by shareholders who voted against or abstained. Management pursues this approval to provide finality and legal certainty for directors and executives concerning decisions and actions taken during the fiscal year, and the board’s recommendation reflects that the disclosed information was available to shareholders. From a governance perspective, discharge is a significant legal protection for the governing bodies and is standard practice in Switzerland; it does not, however, limit claims based on undisclosed misconduct or fraud. The proxy materials note that members of the board and executive committee and their representatives are not allowed to vote on this proposal, which reduces conflicts at the shareholder vote. Investors should review disclosed events, related-party transactions, and audit committee materials before granting discharge, because approval can materially affect recourse options for shareholders. The board’s recommendation for a FOR vote is supported by the company’s disclosure of the auditors’ reports, management report, and the audit committee’s review; however, dissenting shareholders retain limited recourse within the statutory timelines. Overall, the proposal is a routine Swiss governance step but carries legal consequence and therefore merits careful review of the 2025 disclosures.

This proposal asks shareholders to approve management’s recommendation to carry forward the Company’s net loss for 2025 (i.e., retain the loss in the balance sheet rather than distribute dividends). Under Swiss law, shareholders must formally approve the appropriation of statutory results; management is seeking this vote to comply with that requirement and to confirm the accounting treatment shown in the statutory financial statements. The proposed carryforward aggregates the prior accumulated loss and the 2025 loss, resulting in CHF 1,254,511,226 to be carried forward, which reflects the Company’s continued accumulated deficit and underscores the need for ongoing financing. For investors, the vote signals that no dividend or capital return is planned and that capital preservation and fundraising will remain priorities; it may also influence expectations about future equity issuances or financing proposals. The board recommends FOR as this is consistent with the audited accounts and with the Company’s stated need to extend runway and pursue financing or strategic transactions. From a governance and risk perspective, shareholders should consider liquidity, cash runway, and any dilution risks associated with future capital raises before approving the carryforward, although the vote itself is largely a statutory formality. Management frames the item as routine but substantive in that it documents the Company’s financial position and sets the baseline for future capital decisions.

This proposal asks shareholders to reelect PHC Notaires as the Independent Proxy—a Swiss legal requirement that provides an independent voting representative (the Independent Proxy) to collect proxies and cast votes consistent with shareholder instructions or, absent instructions, to abstain. The role is central to Swiss meetings conducted with an independent representative, particularly for shareholders who submit proxies to the Independent Proxy rather than voting directly; continuity supports administrative efficiency and compliance. Management seeks reappointment to ensure a trusted, independent entity handles proxy voting and to avoid conflicts of interest; the board recommends FOR given PHC Notaires’ experience and independence. For investors, the Independent Proxy’s impartiality and procedural competence matter because it implements shareholder instructions and can be empowered to vote on unforeseen matters in line with board recommendations. Reappointment is routine but important for meeting administration and for protecting shareholder voting rights in a virtual meeting format. The proposal also notes that in the absence of instructions the Independent Proxy must abstain, which safeguards against unauthorized votes. Overall, reelecting a known, independent firm reduces operational risk and contributes to orderly shareholder meetings.

This set of binding Swiss-law proposals asks shareholders to approve three maximum compensation amounts: (a) total board compensation for the period to the next AGM, (b) total fixed compensation for the executive committee for the coming year, and (c) total variable compensation for the executive committee for the current year. Under Swiss law, shareholder approval of maximum aggregate compensation is mandatory and the Company is seeking explicit authority to pay cash fees, salaries and equity awards up to these caps. Management argues these caps reflect market practices and allow the company to recruit and retain directors and executives while allocating a substantial portion of variable pay to equity for alignment. Approval will give the board and Compensation Committee operational flexibility to grant pay and equity awards without revisiting shareholder approval for each grant within the approved ceilings. Investors should weigh the absolute size of the caps versus peer companies and the Company’s financial position—especially given the carried-forward losses—because larger caps can increase potential dilution and cash outflow. The board recommends FOR on the basis that the compensation committee reviewed benchmarking and believes the amounts are necessary for competitive pay structures; however, shareholders concerned about dilution or pay levels may seek engagement or future disclosure. Given the binding nature of the vote, failure would materially constrain compensation administration and likely require the board to seek a curative shareholder vote.

This advisory U.S. say-on-pay proposal asks shareholders to approve the Company’s disclosed pay arrangements for its named executive officers for the prior year. Although non-binding, such votes are an important barometer of shareholder sentiment and influence compensation committee decisions; management highlights that the 2025 say-on-pay received strong support (about 87.9%), and the board will consider the result when shaping future pay. The vote covers base salary, annual incentive bonuses, and long‑term equity awards, and should be evaluated in the context of disclosed performance metrics, actual pay outcomes (including the compensation actually paid calculation), and equity dilution. The company frames its compensation program as pay-for-performance, with a mix of cash and significant equity aimed at aligning executives with long‑term shareholder value and extending runway through equity rather than cash. Investors should review whether the incentive targets, severance provisions, double‑trigger change‑in‑control provisions, and equity grant practices align with their governance expectations. A strong FOR outcome supports current practices; a weak outcome would likely prompt the compensation committee to engage with investors and make program adjustments. Given the advisory nature, stakeholders should use the vote to signal approval or concern over compensation structure and execution rather than expecting immediate contractual changes.

This proposal would increase the share reserve under the Company’s 2019 Equity Incentive Plan by 7,700,000 shares (approved by the Board subject to shareholder approval) to ensure sufficient equity is available for future grants. Management argues that the existing pool is insufficient for recruiting, retention and ongoing incentive needs and that without approval the Company might need to increase cash compensation, which would be detrimental to cash runway. The Company notes many options are underwater and that RSUs have been used to limit dilution while maintaining incentive value, but the pool still needs replenishment to support planned grants. For investors, the key evaluation points are the increment in dilution implied by the additional shares, the Company’s use of equity (RSUs vs options), historical burn rate and grant practices, and whether increased equity usage aligns pay with long‑term shareholder returns. The Board intends to file a Form S‑8 if approved, and stresses the importance of equity for retention in the biotech sector; the Compensation Committee provides benchmarking and governance safeguards. While the board recommends FOR, shareholders concerned about dilution should review the plan details, historical equity usage and potential anti‑dilution protections. Approval would give management flexibility to grant long‑term incentives without further immediate shareholder votes while increasing potential share-based dilution.

These four interrelated charter amendment proposals (12a–12d) would materially expand the board’s authority to adjust share capital and to issue shares and equity‑linked instruments under Swiss law. Proposal 12a increases the statutory capital range (the board’s authority to increase or decrease capital within prescribed lower and upper limits) to the maximum 50% band permitted, extending the period to June 1, 2031; this grants the board broader flexibility to change par value, issue or cancel shares or otherwise reconfigure capital without a fresh shareholder authorization for each issuance within the range. Proposals 12b and 12c increase two conditional share capitals—one reserved primarily for employee participation and the other for financing, acquisitions and other purposes—raising the number of shares available under each to approach the statutory maxima; these changes facilitate employee equity settlements, financings, convertible instruments and strategic transactions. Proposal 12d introduces a new conditional share capital tied to the capital range to permit issuance of financial instruments convertible or exercisable into shares within the capital range and sets terms and safeguards (e.g., limits on subscription rights, maximum conversion periods, market‑based pricing). The Company justifies the amendments by its continuing net losses and anticipated need to raise capital and conduct strategic transactions while preserving agility to execute deals or grant equity; management and the board argue this flexibility is necessary to maintain competitiveness in biotech financing and M&A. From a shareholder perspective, these authorizations increase the potential supply of shares and therefore dilution risk and could be used defensively in ways that have anti‑takeover effects; the proxy discloses the anti‑takeover risk and emphasizes there is no present plan to use the capacity for defensive purposes. Investors should weigh the operational benefits to management against dilution and governance safeguards (e.g., how pre‑emptive rights may be restricted and under what circumstances) and may seek limits or clearer usage policies. Given the substantial legal and economic effects, these votes require a two‑thirds majority; the board recommends FOR to preserve financing and strategic optionality while noting the measures are within Swiss law and customary practice.