Form 8-K Orchard Therapeutics For: Jun 16

June 22, 2021 7:06 AM EDT

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ortx-8k_20210616.htm
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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 16, 2021

 

ORCHARD THERAPEUTICS PLC

(Exact name of Registrant as Specified in Its Charter)

 

 

England and Wales

001-38722

Not Applicable

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

108 Cannon Street

London EC4N 6EU

United Kingdom

(Address of Principal Executive Offices; Zip Code)

 

Registrant’s Telephone Number, Including Area Code: +44 (0) 203 808 8286

Not Applicable

(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 one ordinary share, nominal value £0.10 per share

 

ORTX

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 16, 2021, Orchard Therapeutics plc (the “Company”) held its 2021 Annual General Meeting (the “Annual General Meeting”). At the Annual General Meeting, all the resolutions set out in the Notice of Annual General Meeting (the “Notice”) sent to shareholders and filed in the Company’s definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission on April 28, 2021 (the “Proxy Statement”) were duly proposed and passed.

 

The matters presented for a vote, which are described in additional detail in the Notice and Proxy Statement, and the related results of each resolution are listed below. Votes “Withheld” constitute abstentions.

 

 

Ordinary Resolutions

For

Against

Withheld

 

To re-elect Charles A. Rowland, Jr. as a director

57,493,018

8,840,355

26,368

 

To re-elect Joanne T. Beck as a director

63,363,199

2,967,711

28,831

 

To re-appoint PricewaterhouseCoopers LLP, a United Kingdom entity, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders

66,282,567

 

54,061

23,113

 

To ratify the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership, as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2021

66,299,907

 

53,472

6,362

 

To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2021

66,281,854

 

65,192

12,695

 

To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2020 and to note that the Company’s directors do not recommend the payment of any dividend for the year ended December 31, 2020

66,264,128

 

78,062

17,551

 

To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2020

62,846,411

 

3,441,989

71,341

 

To receive and approve on an advisory basis the Company’s U.K. statutory directors’ remuneration report for the year ended December 31, 2020

62,998,348

 

3,299,947

61,446

 

To authorize the Board of Directors generally and unconditionally to allot shares pursuant to Section 551 of the Companies Act 2006 (the “Act”) or to grant rights to subscribe for or to convert any security into shares of the Company up to a maximum aggregate nominal amount of £13,023,851.50

62,241,337

 

3,969,545

148,859

 

Special Resolutions

 

 

 

 

Subject to the passing of Resolution 9, to empower the Board of Directors to allot equity securities, under Section 570 of the Act as if Section 561(1) of the Act did not apply to such allotment up to a maximum aggregate nominal amount of £13,023,851.50

53,305,940

 

12,903,607

150,194

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

 

Description

104

 

Cover page interactive data file (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

SIGNATURES

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.

 

 

 

ORCHARD THERAPEUTICS PLC

 

 

 

 

Date: June 22, 2021

 

By:

/s/ Frank E. Thomas

 

 

 

Frank E. Thomas

 

 

 

President and Chief Operating Officer

 



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