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
June 28, 2021
Date of Report (Date of earliest event reported)
Bicycle Therapeutics plc
(Exact name of registrant as specified in its charter)
| England and Wales | 001-38916 | Not applicable |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| B900, Babraham Research Campus Cambridge CB22 3AT United Kingdom |
Not Applicable |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +44 1223 261503
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 |
| Ordinary shares, nominal value £0.01 per share | n/a | The Nasdaq Stock Market LLC* |
| American Depositary Shares, each representing one ordinary share, nominal value £0.01 per share | BCYC | The Nasdaq Stock Market LLC |
* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.
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 x
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. x
Item 5.07 Submission of Matters to a Vote of Security Holders
Bicycle Therapeutics plc (the “Company”) held its annual general meeting of shareholders (the “AGM”) on June 28, 2021. Each of the proposals set forth below were voted on and duly passed on a poll at the AGM. Detailed descriptions of these proposals and of the voting procedures applied at the AGM are contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2021.
There were 19,659,064 ordinary shares of the Company represented in person or by proxy at the AGM, constituting approximately 81.5% of the issued and outstanding ordinary shares on June 28, 2021. Proxy appointments which gave the Chairman of the meeting discretion have been included in the “For” total. In accordance with the terms of the deposit agreement by and among the Company, Citibank, N.A. as depositary and holders and beneficial owners of American Depositary Shares (“ADSs”) dated May 28, 2019, holders of ADSs who did not provide the depositary bank with voting instructions on or before specified deadline were deemed to have instructed the depositary bank to give a discretionary proxy to a person designated by the Company to vote the underlying ordinary shares at the AGM and the voting results below reflect that. A vote withheld/abstain is not a vote in law and is not counted in the calculation of votes for or against a resolution.
Proposal 1 - To re-elect as a director Kevin Lee.
| For | Against | Vote Withheld/Abstain | ||||||||
| 19,611,966 | 39,398 | 1,973,273 | ||||||||
Proposal 2 - To re-elect as a director Jose Carlos Gutierrez-Ramos.
| For | Against | Vote Withheld/Abstain | ||||||||
| 19,629,786 | 28,973 | 1,965,878 | ||||||||
Proposal 3 - To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as the Company’s U.S. independent registered public accounting firm for the year ending December 31, 2021.
| For | Against | Vote Withheld/Abstain | ||||||||
| 19,657,783 | 1,281 | 1,965,573 | ||||||||
Proposal 4 - To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as the Company’s U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders.
| For | Against | Vote Withheld/Abstain | ||||||||
| 19,657,783 | 1,281 | 1,965,573 | ||||||||
Proposal 5 - To authorize the Audit Committee to determine the Company’s U.K. statutory auditors’ remuneration for the year ending December 31, 2021.
| For | Against | Vote Withheld/Abstain | ||||||||
| 19,657,501 | 1,563 | 1,965,573 | ||||||||
Proposal 6 - To receive and adopt the Company’s U.K. statutory annual accounts and reports for the year ended December 31, 2020.
| For | Against | Vote Withheld/Abstain | ||||||||
| 19,656,318 | 363 | 1,967,956 | ||||||||
Proposal 7 - To approve the directors’ remuneration report for the year ended December 31, 2020 (excluding the directors' remuneration policy).
| For | Against | Vote Withheld/Abstain | ||||||||
| 19,098,902 | 556,551 | 1,969,184 | ||||||||
Proposal 8 - To authorize the directors to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £250,000.00.
| For | Against | Vote Withheld/Abstain | ||||||||
| 18,557,575 | 1,093,009 | 1,974,053 | ||||||||
Proposal 9 - To disapply pre-emption rights in respect of the allotment of equity securities up to a maximum aggregate nomination amount of £250,000.00.
| For | Against | Vote Withheld/Abstain | ||||||||
| 17,899,555 | 1,137,964 | 2,587,118 | ||||||||
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.
| Date: June 28, 2021 | BICYCLE THERAPEUTICS PLC |
| By: | /s/ Lee Kalowski | |
| Name: Lee Kalowski | ||
| Title: Chief Financial Officer | ||