ADC Therapeutics SA 8-K

What Happened
ADC Therapeutics SA (ADCT) held its 2026 annual general meeting on June 1, 2026 and filed an 8‑K on June 2, 2026 reporting that shareholders approved all proposals submitted. Key approvals included the 2025 financial statements and auditors’ report; discharge of the board and executive committee for 2025; re‑election of directors, compensation committee members, the independent proxy and PricewaterhouseCoopers SA as auditor; binding votes setting executive and board compensation caps; an increase to the 2019 Equity Incentive Plan share authorization; and amendments to the articles of association to increase the company’s capital range and conditional share capital. The article amendments became effective at the meeting.

Key Details

• Financial statements approved: Management report and consolidated financials for year ended Dec 31, 2025 (FOR 79,705,454).
• Binding compensation caps approved (Swiss law): board aggregate cap $2,500,000; executive committee fixed pay cap $2,600,000 (2027); executive committee variable pay cap $5,500,000 (2026).
• Equity plan increase approved: 2019 Equity Incentive Plan amendment passed (FOR 46,624,648; AGAINST 18,904,924).
• Articles amended to increase capital range and conditional share capital: e.g., capital range raised to CHF 10,378,109.12–CHF 15,567,163.68; conditional employee participation capital increased to 16,836,253 common shares.
• Corporate governance: PwC reelected as auditor (FOR 79,747,180); PHC Notaires reelected as Independent Proxy (FOR 79,756,534); all directors and listed compensation committee members were reelected.

Why It Matters
These votes confirm governance continuity (board, auditors, independent proxy) and set legally binding limits on director and executive pay, which define near‑term compensation expense exposure. The approved increase to the equity incentive plan and to authorized/conditional share capital gives management flexibility to grant equity, raise financing, or support acquisitions — actions that can dilute existing shareholders if exercised. Investors should note the vote margins (e.g., a sizable minority opposed the equity plan increase) as a signal of shareholder views on dilution and compensation.