UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of June 2023
Commission File Number 001-40316
VECTIVBIO HOLDING AG
(Exact name of registrant as specified in its charter)
Aeschenvorstadt 36
4051 Basel
Switzerland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Annual General Meeting Results
On June 1, 2023, VectivBio Holding AG (the “Company”) held its 2023 annual general meeting of shareholders (the “AGM”). Shareholders registered as shareholders with voting rights in the share register of the Company as of May 2, 2023, at 10:00 p.m. CEST / 4:00 p.m. EDT were entitled to vote at the AGM. At the AGM, the holders of a total of 46,290,739 votes of the Company’s ordinary shares were represented, of which 41,297,176 votes were represented by the independent proxy and 4,993,563 votes were represented by shareholders or their proxies.
The following are the voting results for the proposals considered and voted upon at the AGM, each of which, other than Agenda Item 9, required the absolute majority of the votes represented at the AGM. Agenda Item 9 required approval by a qualified majority of two thirds of the votes represented at the AGM:
Agenda Item 1: 2022 Statutory Financial Statements and Consolidated Financial Statements; 2022 Compensation Report
Agenda Item 1.1: Approval of the 2022 Statutory Financial Statements and Consolidated Financial Statements
For | Against | Abstain | ||
46,261,826 | 5,406 | 23,507 |
Agenda Item 1.2: Advisory Vote on the 2022 Compensation Report
For | Against | Abstain | ||
30,926,952 | 14,750,403 | 613,384 |
Agenda Item 2: Appropriation of 2022 Financial Results
For | Against | Abstain | ||
46,277,066 | 1,166 | 12,507 |
Agenda Item 3: Discharge of the Board of Directors and of the Executive Committee
For | Against | Abstain | ||
44,495,822 | 48,579 | 738,313 |
Agenda Item 4: Re-election of the Chairman and the Other Members of the Board of Directors (on an individual basis)
Agenda Item 4.1: Re-election of Thomas Woiwode (as Chairman and member of the Board of Directors)
For | Against | Abstain | ||
46,267,512 | 19,256 | 3,971 |
Agenda Item 4.2: Re-election of Sandip Kapadia
For | Against | Abstain | ||
36,699,613 | 9,586,030 | 5,096 |
Agenda Item 4.3: Re-election of Paul Rutherford Carter
For | Against | Abstain | ||
46,266,387 | 20,381 | 3,971 |
Agenda Item 4.4: Re-election of Luca Santarelli
For | Against | Abstain | ||
46,271,036 | 14,606 | 5,097 |
Agenda Item 4.5: Re-election of Hans Schikan
For | Against | Abstain | ||
36,828,405 | 9,457,238 | 5,096 |
Agenda Item 4.6: Re-election of Murray Willis Stewart
For | Against | Abstain | ||
46,266,467 | 20,301 | 3,971 |
Agenda Item 4.7: Re-election of Wouter Joustra
For | Against | Abstain | ||
46,266,303 | 19,340 | 5,096 |
Agenda Item 5: Re-election of the Members of the Compensation Committee (on an individual basis)
Agenda Item 5.1: Re-election of Paul Rutherford Carter
For | Against | Abstain | ||
46,268,967 | 14,176 | 7,596 |
Agenda Item 5.2: Re-election of Murray Willis Stewart
For | Against | Abstain | ||
46,263,887 | 19,256 | 7,596 |
Agenda Item 5.3: Re-election of Thomas Woiwode
For | Against | Abstain | ||
46,264,887 | 18,256 | 7,596 |
Agenda Item 6: Re-election of the Statutory Auditors
For | Against | Abstain | ||
46,274,210 | 2,525 | 14,004 |
Agenda Item 7: Re-election of the Independent Proxy
For | Against | Abstain | ||
46,272,767 | 1,743 | 16,229 |
Agenda Item 8: Compensation of the Board of Directors and the Executive Committee
Agenda Item 8.1: Approval of the Maximum Aggregate Amount of Compensation of the Board of Directors
For | Against | Abstain | ||
37,236,583 | 9,030,729 | 23,427 |
Agenda Item 8.2: Approval of the Maximum Aggregate Amount of Compensation of the Executive Committee
For | Against | Abstain | ||
46,239,817 | 27,565 | 23,357 |
Agenda Item 9: Introduction of a Capital Range
For | Against | Abstain | ||
31,513,219 | 14,754,233 | 23,287 |
Agenda Item 10: Increase of the Conditional Share Capital for Participation Programs
Agenda Item 10 was withdrawn.
Agenda Item 11: Amendments to the Articles of Association
Agenda Item 11.1: Share Certificates and Intermediated Securities, Share Register, Restrictions on Registration, Nominees
For | Against | Abstain | ||
46,236,881 | 38,861 | 14,997 |
Agenda Item 11.2: Shareholder Rights, General Meeting of Shareholders, Notices and Communications
For | Against | Abstain | ||
46,246,951 | 33,861 | 9,927 |
Agenda Item 11.3: Board of Directors, Compensation of the Executive Committee, Mandates Outside the Company
For | Against | Abstain | ||
46,236,828 | 37,836 | 16,075 |
Agenda Item 11.4: Jurisdiction Clause
For | Against | Abstain | ||
39,924,675 | 5,761,942 | 604,122 |
Based on the foregoing votes, the shareholders approved all of the proposals, whereas the proposal under Agenda Item 10 (Increase of the Conditional Share Capital for Participation Programs) was withdrawn and not voted on. The results were in line with the recommendations made by the Company’s board of directors.
The information in this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-269450, 333-265546 and 333-264653) and the Company’s Registration Statements on Form S-8 (File Nos. 333-269451 and 333-255524).
Exhibits | ||
1.1 | Articles of Association, as amended |
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, thereunto duly authorized.
VECTIVBIO HOLDING AG | ||||||
June 2, 2023 | By: | /s/ Claudia D’Augusta | ||||
Claudia D’Augusta | ||||||
Chief Financial Officer |