bgne-20260611
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): June 11, 2026
BEONE MEDICINES LTD.
(Exact Name of Registrant as Specified in Charter)
Switzerland | 001-37686 | 98-1209416 | ||||||||||||||||||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||||||||||||||
c/o BeOne Medicines I GmbH
Aeschengraben 27
Aeschengraben 27
Basel 4051
Switzerland
Switzerland
(Address of Principal Executive Offices) (Zip Code)
+41 61 685 19 00
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||||||||||||||||||||||||||
American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share | ONC | The Nasdaq Global Select Market | ||||||||||||||||||||||||||||||||||||||||||
Ordinary Shares, par value $0.0001 per share* | 06160 | The Stock Exchange of Hong Kong Limited | ||||||||||||||||||||||||||||||||||||||||||
*Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary shares are not listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
As previously disclosed in the definitive proxy statement for the 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) of BeOne Medicines Ltd. (the “Company”) filed with the U.S. Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”), Mr. Michael Goller, Mr. Ranjeev Krishana, Dr. Corazon (Corsee) D. Sanders and Mr. Qingqing Yi, whose terms expired at the Annual Meeting, did not stand for re-election at the Annual Meeting. Accordingly, their terms as directors, including as members of all committees of the Company’s board of directors (the “Board of Directors”) on which they served, terminated at the conclusion of the Annual Meeting. The decision by each such director not to stand for re-election was not the result of any disagreement between the Company and the respective director on any matter relating to the Company’s operations, policies or practices.
(e)
The Fifth Amended and Restated 2016 Share Option and Incentive Plan
On June 11, 2026, at the Annual Meeting, the shareholders of the Company approved the Company’s Fifth Amended and Restated 2016 Share Option and Incentive Plan (the “Amended 2016 Plan”) to increase the number of authorized shares available for issuance thereunder by 75,400,000 ordinary shares.
The Company’s officers and directors are among the persons eligible to receive awards under the Amended 2016 Plan. Additional information about the Amended 2016 Plan is included in the Proxy Statement. In addition, the foregoing description of the Amended 2016 Plan is qualified by reference to the Amended 2016 Plan, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
The Sixth Amended and Restated 2018 Employee Share Purchase Plan
On June 11, 2026, at the Annual Meeting, the shareholders of the Company approved the Company’s Sixth Amended and Restated 2018 Employee Share Purchase Plan (the “Amended 2018 ESPP”) to increase the maximum number of ordinary shares available for sale thereunder by 3,250,000 ordinary shares.
The Company’s officers are among the eligible participants under the Amended 2018 ESPP. Additional information about the Amended 2018 ESPP is included in the Proxy Statement. In addition, the foregoing description of the Amended 2018 ESPP is qualified by reference to the Amended 2018 ESPP, a copy of which is filed hereto as Exhibit 10.2 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 11, 2026, the Company held its Annual Meeting. As of May 22, 2026, the record date for the Annual Meeting (the “Record Date”), there were 1,446,266,956 ordinary shares entitled to vote at the Annual Meeting, including ordinary shares in the form of American Depositary Shares (“ADSs”), each representing 13 ordinary shares, and ordinary shares listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange and traded in RMB (“RMB shares”).
At the Annual Meeting, of the ordinary shares entitled to vote, 1,061,026,909 ordinary shares, including ordinary shares represented by ADSs, or approximately 73.36% of the outstanding ordinary shares on the Record Date, were represented at the commencement of the meeting. In accordance with the Articles of Association of the Company, at least a majority of all the shares entitled to vote being present or represented at the commencement of the meeting constitutes a quorum for purposes of convening the Annual Meeting.
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) Proposal to approve the audited Swiss statutory standalone financial statements and the audited Swiss statutory consolidated financial statements of the Company for fiscal year 2025:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
1,026,904,777 | 175,000 | 33,940,732 | — | ||||||||||||||
Accordingly, the audited Swiss statutory standalone financial statements and the audited Swiss statutory consolidated financial statements of the Company for fiscal year 2025 were approved.
(2) Proposal to approve the appropriation of the accumulated loss for fiscal year 2025:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
1,028,050,311 | 180,369 | 32,789,829 | — | ||||||||||||||
Accordingly, the appropriation of the accumulated loss for fiscal year 2025 was approved.
(3) Proposal to discharge the members of the Board of Directors and the Executive Management Team from liability for activities during the applicable period under Swiss law:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
816,696,880 | 2,683,088 | 177,864,348 | — | ||||||||||||||
Accordingly, the members of the Board of Directors and the Executive Management Team were discharged from liability for such activities during the applicable period.
(4) Proposal to re-elect each of Dr. Olivier Brandicourt, Dr. Margaret Dugan, Mr. Anthony C. Hooper, Mr. John V. Oyler, Dr. Alessandro Riva, Ms. Shalini Sharp, and Dr. Xiaodong Wang, and to elect each of Dr. Felix J. Baker, Ms. Elizabeth F. Mooney and Dr. Charles L. Sawyers to serve as a director for a term extending until completion of the 2027 annual general meeting:
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
Dr. Olivier Brandicourt | 1,022,508,944 | 5,736,979 | 32,780,986 | — | ||||||||||||||||||||||
Dr. Margaret Dugan | 1,011,658,169 | 16,567,756 | 32,794,584 | — | ||||||||||||||||||||||
Mr. Anthony C. Hooper | 997,703,483 | 29,570,339 | 33,746,687 | — | ||||||||||||||||||||||
Mr. John V. Oyler | 1,013,945,040 | 12,727,593 | 34,347,876 | — | ||||||||||||||||||||||
Dr. Alessandro Riva | 708,200,626 | 320,024,909 | 32,794,974 | — | ||||||||||||||||||||||
Ms. Shalini Sharp | 998,811,368 | 28,636,943 | 33,572,198 | — | ||||||||||||||||||||||
Dr. Xiaodong Wang | 1,022,595,038 | 5,650,686 | 32,774,785 | — | ||||||||||||||||||||||
Dr. Felix J. Baker | 856,267,633 | 171,971,786 | 32,781,090 | — | ||||||||||||||||||||||
Ms. Elizabeth F. Mooney | 1,028,073,956 | 152,008 | 32,794,545 | — | ||||||||||||||||||||||
Dr. Charles L. Sawyers | 1,028,075,907 | 146,090 | 32,804,912 | — | ||||||||||||||||||||||
Accordingly, each of the nominees listed above was elected to serve as a director.
(5) Proposal to re-elect Mr. John V. Oyler as Chairman of the Board of Directors for a term extending until completion of the 2027 annual general meeting:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
939,342,084 | 88,905,363 | 32,779,462 | — | ||||||||||||||
Accordingly, Mr. John V. Oyler was re-elected to serve as Chairman of the Board of Directors.
(6) Proposal to re-elect Dr. Margaret Dugan and to elect Ms. Elizabeth F. Mooney to serve as a member of the Compensation Committee of the Board of Directors for a term extending until the 2027 annual general meeting:
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
Dr. Margaret Dugan | 1,012,836,634 | 15,408,489 | 32,781,786 | — | ||||||||||||||||||||||
Ms. Elizabeth F. Mooney | 1,028,055,025 | 172,249 | 32,799,635 | — | ||||||||||||||||||||||
Accordingly, each of the nominees listed above was elected to serve as a member of the Compensation Committee of the Board of Directors.
(7) Proposal to elect Schweiger Advokatur/Notariat as the Independent Voting Representative for a term extending until completion of the 2027 annual general meeting:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
1,028,087,301 | 150,289 | 32,789,319 | — | ||||||||||||||
Accordingly, Schweiger Advokatur/Notariat was elected as the Independent Voting Representative.
(8) Proposal to ratify the appointment of Ernst & Young LLP, Ernst & Young and Ernst & Young Hua Ming LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026 and to re-elect Ernst & Young AG as the Company’s statutory auditor for the fiscal year ending December 31, 2026:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
1,052,800,458 | 8,153,634 | 72,817 | — | ||||||||||||||
Accordingly, the appointment of Ernst & Young LLP, Ernst & Young and Ernst & Young Hua Ming LLP as the Company’s independent auditors was ratified and Ernst & Young AG was re-elected as the Company’s statutory auditor.
(9) Proposal to authorize the Board of Directors to fix the auditors’ compensation for the fiscal year ending December 31, 2026:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
1,022,450,031 | 3,162,724 | 35,208,860 | — | ||||||||||||||
Accordingly, the Board of Directors was authorized to fix the auditors’ compensation for the fiscal year ending December 31, 2026.
(10) Proposal to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Proxy Statement, for fiscal year ended December 31, 2025:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
975,327,100 | 52,877,460 | 32,815,949 | — | ||||||||||||||
Accordingly, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Proxy Statement, was approved.
(11) Proposal to approve the maximum aggregate compensation of the Board of Directors under Swiss law for the applicable period:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
980,858,936 | 47,367,478 | 32,793,555 | — | ||||||||||||||
Accordingly, the maximum aggregate compensation of the Board of Directors under Swiss law for the applicable period was approved.
(12) Proposal to approve the maximum aggregate compensation of the Executive Management Team under Swiss law for fiscal year 2027:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
1,002,643,669 | 25,565,844 | 32,810,996 | — | ||||||||||||||
Accordingly, the maximum aggregate compensation of the Executive Management Team for fiscal year 2027 was approved.
(13) Proposal to approve, on an advisory basis, the Swiss Statutory Compensation Report for the fiscal year ended December 31, 2025:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
982,348,902 | 45,737,832 | 32,933,775 | — | ||||||||||||||
Accordingly, on an advisory basis, the Swiss Statutory Compensation Report for the fiscal year ended December 31, 2025, was approved.
(14) Proposal to approve, on an advisory basis, the Swiss Statutory Non-Financial Matters Report for the fiscal year ended December 31, 2025:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
1,025,069,639 | 2,879,917 | 33,070,953 | — | ||||||||||||||
Accordingly, on an advisory basis, the Swiss Statutory Non-Financial Matters Report for the fiscal year ended December 31, 2025, was approved.
(15)(a) Proposal to approve the Amended 2016 Plan, as described in the Proxy Statement:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
809,531,160 | 156,426,472 | 95,062,877 | — | ||||||||||||||
Accordingly, the Amended 2016 Plan was approved.
(15)(b) Proposal to approve the consultant sublimit set out in the Amended 2016 Plan, as described in the Proxy Statement:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
854,739,119 | 111,218,786 | 95,062,604 | — | ||||||||||||||
Accordingly, the consultant sublimit set out in the Amended 2016 Plan was approved.
(16) Proposal to approve the Amended 2018 ESPP, as described in the Proxy Statement:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
963,591,745 | 2,384,295 | 95,044,469 | — | ||||||||||||||
Accordingly, the Amended 2018 ESPP was approved.
(17) Proposal, within the parameters of the HK Listing Rules, to approve the granting of a share issue mandate to the Board of Directors to issue or allot with unissued ordinary shares and/or ADSs (including any sale or transfer of treasury shares out of treasury) not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares) as of the date of passing of such resolution up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Proxy Statement (the “General Mandate to Issue Shares”):
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
719,798,378 | 308,382,843 | 32,839,288 | — | ||||||||||||||
Accordingly, the General Mandate to Issue Shares was approved.
(18) Proposal, within the parameters of the HK Listing Rules, to approve the granting of a share repurchase mandate to the Board of Directors to repurchase an amount of ordinary shares (excluding the Company’s RMB shares) and/or ADSs, not exceeding 10% of the total number of issued ordinary shares (excluding RMB shares and treasury shares) of the Company as of the date of passing of such resolution up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Proxy Statement (the “General Mandate to Repurchase Shares”):
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
1,027,638,828 | 562,594 | 32,819,087 | — | ||||||||||||||
Accordingly, the General Mandate to Repurchase Shares was approved.
(19) Proposal 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, conditional on the approval of the shareholders who are not Amgen, subject to the conditions described in the Proxy Statement (the “Connected Person Placing Authorization”):
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
458,477,301 | 331,297,958 | 271,245,250 | — | ||||||||||||||
Accordingly, the Connected Person Placing Authorization was approved.
(20) Proposal 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 Proposals 1 through 19:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
761,069,153 | 299,855,418 | 95,938 | — | ||||||||||||||
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 Proposals 1 through 19, was approved. There were sufficient votes at the time of the Annual Meeting to approve the adoption of Proposals 1 through 19 described above. No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
10.1 | Fifth Amended and Restated 2016 Share Option and Incentive Plan | |||||||
10.2 | Sixth Amended and Restated 2018 Employee Share Purchase Plan | |||||||
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||||||
Exhibit Index
Exhibit No. | Description | |||||||
10.1 | ||||||||
10.2 | ||||||||
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BEONE MEDICINES LTD. | ||||||||||||||||||||||||||
Date: June 11, 2026 | By: | /s/ Chan Lee | ||||||||||||||||||||||||
Name: | Chan Lee | |||||||||||||||||||||||||
Title: | Senior Vice President, General Counsel | |||||||||||||||||||||||||