Not independent
Tenure on this board
5.4 yrs
Also a director at
Regenxbio Inc (RGNX)
4 nominees · 40 ballot items.
Forty proposals covering approval of financial statements and allocation of losses; auditor renewal; director elections and ratification; approval of officer compensation (ex‑post and ex‑ante policies) and say‑on‑pay; increase in directors’ remuneration; authorizations for share buybacks and cancellations; broad delegations for equity, debt and capital increases (including ATM/ATM program and reserved placements), mergers and asset transactions; equity compensation authorizations (warrants, options, free shares) and related limits; bylaws amendments (age limit for CEO, quorum rules) and powers to complete formalities.
Adopt the Company’s statutory (French GAAP) annual financial statements for 2025 showing a loss of €123,018,389.41.
Adopt the Company’s consolidated financial statements for 2025 showing losses of USD (146,946,904.70) (US GAAP) and USD (147,156,369.31) (IFRS).
Allocate the Company’s net loss for 2025 (€123,018,389.41) to accumulated deficit.
Charge €190,148,327.46 of retained earnings to additional paid-in capital, reducing that account accordingly.
Approve the statutory auditors’ special report on related-party agreements (regulated agreements).
Renew KPMG S.A. as statutory auditor for a six-year term expiring in 2032.
Ratify the Board’s provisional October 30, 2025 appointment of Philina Lee as director, filling vacancy until 2028.
Re-elect Michael J. Goller as director for a three-year term to expire in 2029.
Re-elect Daniel Tassé as director for a three-year term to expire in 2029.
Re-elect Maïlys Ferrère as director for a three-year term to expire in 2029.
Approve the required disclosure information regarding corporate officers’ compensation for 2025 (Article L.22-10-9 I disclosures).
Approve the fixed, variable and non-recurring compensation components paid or awarded to Michel de Rosen for 2025.
Approve the fixed, variable and non-recurring compensation components paid or awarded to Daniel Tassé for 2025.
Non-binding advisory (say‑on‑pay) vote to approve compensation of named executive officers other than the CEO for 2026.
Increase the annual aggregate amount allocated to directors from €900,000 to €1,150,000 to implement revised director compensation structure.
Ex‑ante approval of the Chairman’s compensation policy for 2026 as described in Annex B.
Ex‑ante approval of the Directors’ compensation policy for 2026 as described in Annex B.
Ex‑ante approval of the CEO and Deputy CEO compensation policy for 2026 as described in Annex B.
Authorize the Board to repurchase up to 5% of share capital over 18 months for liquidity, hedging, employee plans, cancellation and other lawful purposes, with a max price €25 per share and overall ceiling €370,053,000.
Authorize the Board to cancel repurchased shares up to 10% of share capital in any 24‑month period over 18 months.
Grant the Board broad authority (26 months) to issue shares or securities with preemptive rights to existing shareholders, up to an aggregate nominal amount of €29,604,244 and debt up to €200,000,000.
Authorize the Board (26 months) to issue shares/securities without preemptive rights through a public offering (excluding certain offers), with pricing not lower than specified formula and aggregate caps tied to Resolution 31.
Authorize the Board (26 months) to issue securities without preemptive rights via a public offering referred to in Article L.411-2(1) (typical underwritten public offerings), subject to pricing floors and aggregate caps.
Authorize the Board (18 months) to issue shares/securities without preemptive rights reserved for specifically designated persons, with pricing floor (closing price less up to 10% discount) and aggregate caps.
Authorize the Board (18 months) to issue shares/securities without preemptive rights reserved for specified categories of investors (strategic, biotech investors, service providers), with pricing floor and aggregate caps.
Authorize the Board (18 months) to issue ADS/Ordinary Shares via an ATM program on US markets, without preemptive rights, with pricing floors (last close or VWAP less up to 15%) and aggregate caps.
Grant the Board (26 months) the customary 15% over-allotment (greenshoe) option for applicable capital increases to cover excess demand.
Authorize the Board (26 months) to issue shares/securities in consideration for contributions in kind (e.g., share-for-share transactions) up to 20% of capital, subject to statutory auditor reports and caps.
Delegate authority (26 months) to the Board to decide and set terms for mergers, demergers or partial contributions of assets, facilitating external growth transactions.
Authorize the Board (26 months) to issue shares/securities as consideration in mergers, demergers or asset contributions decided under Resolution 29, up to 10% of capital and debt limits.
Set aggregate nominal cap of €29,604,244 (≈100% of capital) for issues under Resolutions 22–26, 28 and 30; set debt cap €200,000,000.
Authorize the Board (26 months) to increase capital by capitalization of reserves/premiums (bonus share issuance) up to €14,802,122 (≈50% of capital).
Authorize the Board (26 months) to issue shares/securities reserved for employees under a company savings plan, up to 2% of share capital, with discounted pricing mechanics in line with law.
Authorize Board (18 months) to grant various warrants (BSA/BSAANE/BSAAR) to directors, employees, consultants and others, up to 0.5% of capital, with exercise pricing floor and waiver of preemptive rights.
Authorize Board (18 months) to grant free shares to employees and eligible corporate officers, up to 9.5% of share capital, with minimum one-year vesting and holding rules.
Authorize Board (18 months) to grant stock options to employees and eligible officers, up to 9.5% of share capital, with exercise price floor (20-day average), 10-year option term, and waiver of preemptive rights.
Set combined cap of 9.5% of share capital for share allocations under Resolutions 35 (free shares) and 36 (options).
Ratify Board amendment of Articles 18 and 21 of the bylaws to align with French decree n°2026-94 regarding the Ordinary Share Record Date and related procedural changes.
Add an age limit for CEO: no person 70 or over may be appointed CEO; if the CEO reaches 70 during the term, duties cease at the end of the Ordinary General Meeting approving the financial statements for that year.
Grant powers to bearer of minutes to carry out filings, publications and formalities following the Meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MPM BioImpact LLC | 1.76% | 5,213,361 | $109M |
| 2 | Vivo Capital, LLC | 0.90% | 2,667,569 | $56M |
| 3 | Artisan Partners Limited Partnership | 0.75% | 2,219,386 | $46M |
| 4 | Siren, L.L.C. | 0.63% | 1,857,362 | $39M |
| 5 | BAKER BROS. ADVISORS LP | 0.49% | 1,461,425 | $31M |
| 6 | ADAR1 Capital Management, LLC | 0.34% | 1,012,866 | $21M |
| 7 | PERCEPTIVE ADVISORS LLC | 0.33% | 964,391 | $20M |
| 8 | Patient Square Capital LP | 0.23% | 693,534 | $14M |
| 9 | Octagon Capital Advisors LP | 0.19% | 574,200 | $12M |
| 10 | Ikarian Capital, LLC | 0.18% | 525,000 | $2M |
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