Independent
Tenure on this board
3.0 yrs
Also a director at
Genelux Corp (GNLX)
2 nominees · 9 ballot items.
Nine proposals: adoption of Dutch statutory annual accounts; discharge of directors from liability; instruction of Deloitte as external auditor; ratification of Deloitte as independent registered public accounting firm; reappointment of two non-executive directors; extension of authorization to issue ordinary shares; extension to limit or exclude pre-emption rights; approval of 2026 Employee Stock Purchase Plan; advisory vote to approve 2025 NEO compensation.
Shareholders are asked to adopt the Company’s Dutch statutory annual accounts for the fiscal year ended December 31, 2025, including company and consolidated accounts prepared under IFRS as adopted by the EU.
Vote to release each member of the Board of Directors from liability for the exercise of their duties during the 2025 fiscal year, insofar as reflected in the statutory annual report, accounts, or public disclosures.
Shareholders are asked to instruct Deloitte Accountants B.V. to serve as external auditor of the Company’s Dutch statutory annual accounts and statutory board report for fiscal 2026, as nominated by the Board upon Audit Committee recommendation.
Non-binding ratification of the Audit Committee’s selection of Deloitte Accountants B.V. as the Company’s independent registered public accounting firm for fiscal 2026.
Binding nominations to reappoint John W. Smither and Janneke van der Kamp as non-executive directors, each to serve until the 2030 annual meeting; each appointment is a separate vote under Dutch law.
Extend for five years the Board’s existing authorization to issue ordinary shares or rights to subscribe for ordinary shares in the Company’s capital; current authorization expires November 21, 2027.
This management proposal requests shareholders to extend the Board’s authority to issue ordinary shares or subscription rights for an additional five years beyond the current authorization that expires in November 2027. Management seeks this authorization to preserve flexibility to finance operations, effect strategic transactions, and grant equity awards without needing to call special shareholder meetings; the authority is standard for publicly listed companies and was originally granted in connection with the company’s Nasdaq listing. The extension does not specify an increase in the authorized share capital but continues the Board’s capacity to utilize the company’s existing authorized capital up to the limits in the articles of association. From a governance perspective, extending issuance authority can dilute existing shareholders if exercised, and the Board’s track record, current cash position, and governance safeguards (such as pre-emption rights addressed in the next proposal) are relevant. The Board recommends voting FOR, arguing that flexibility to issue share capital is necessary for funding R&D, responding to market opportunities and implementing equity-based compensation; shareholders should weigh the potential dilution risk against the company’s need for capital in a pre-commercial biotech with active clinical programs.
Extend for five years the Board’s authorization to limit or exclude pre-emption rights in relation to share issuances the Board is authorized to resolve upon (linked to Proposal 6).
Proposal 7 asks shareholders to renew the Board’s authority to limit or exclude statutory pre-emption rights for a period of five years, a companion action to Proposal 6 which extends issuance powers. Management seeks this authority to permit the Board to place shares or subscription rights quickly and on terms attractive to investors or counterparties without being constrained by shareholders’ pre-emption rights under Dutch law, facilitating financing, strategic transactions, and capital raises, including potentially for equity awards or acquisitions. For shareholders, the main risk is increased dilution without pro rata participation; proponents argue that the ability to exclude pre-emption rights is necessary to allow flexibility and avoid delays in time-sensitive financings. The Board recommends a FOR vote, emphasizing the need for operational agility in capital markets, while shareholders should weigh the corporate financing benefits against dilution protections.
Shareholder approval of the Company’s 2026 ESPP, reserving up to 1,150,000 Ordinary Shares, permitting payroll deduction purchases generally at a discount, with Section 423 and Non-423 offerings for non-U.S. employees.
This management proposal seeks shareholder approval for an ESPP reserving 1,150,000 shares to facilitate employee ownership through payroll deductions and discounted purchase prices (85% of lesser of offering start or purchase date). The plan is structured to allow Section 423-qualified offerings in the U.S. for tax-favored treatment and Non-423 sub-plans for non-U.S. employees. Management and the Compensation Committee argue it will enhance employee alignment with shareholders, retention, and recruitment. From a governance and dilution standpoint, shareholders should note the share reserve size relative to outstanding shares and the $25,000 annual limit per participant; the Board recommends FOR, noting customary protections (e.g., purchase limits, plan administration by Board/Committee) while balancing dilution impact against employee incentive benefits.
A non-binding advisory 'say-on-pay' vote to approve the 2025 compensation of the Company’s named executive officers, as described in the proxy statement and CD&A.
This advisory proposal requests shareholders to endorse the 2025 compensation of the named executive officers, reflecting a pay-for-performance philosophy and a mix of base salary, at-risk annual and long-term equity incentives. Management and the Compensation Committee support the approach, highlighting corporate milestones, executive retention and market benchmarking. As an advisory vote, it does not bind the Board but informs future compensation decisions; investors should assess the responsiveness of the Board to prior say-on-pay results and the transparency of compensation disclosures when deciding their vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Frazier Life Sciences Management, L.P. | 14.5% | 16,943,774 | $542M |
| 2 | Capital World Investors | 9.5% | 11,109,034 | $356M |
| 3 | RA CAPITAL MANAGEMENT, L.P. | 8.2% | 9,550,191 | $306M |
| 4 | Bain Capital Life Sciences Investors, LLC | 6.3% | 7,306,566 | $234M |
| 5 | FMR LLC | 5.1% | 5,925,647 | $190M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 4.2% | 4,930,051 | $158M |
| 7 | FCPM III SERVICES B.V. | 4.0% | 4,648,025 | $149M |
| 8 | FCPM III SERVICES B.V. | 3.9% | 4,550,875 | $146M |
| 9 | DEERFIELD MANAGEMENT COMPANY, L.P. | 3.6% | 4,264,789 | $137M |
| 10 | VIKING GLOBAL INVESTORS LP | 3.6% | 4,203,567 | $135M |
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