Alcon Inc 6-K, filed Apr 8, 2024
Alcon Inc (ALC)
6-K
2024-04-08
For: 2024-04-07
View Original
Added on
April 10, 2026
About this 6-K
Alcon Inc filed this 6-K on April 8, 2024.
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
April 7, 2024
Commission File Number: 001-31269
_________________
ALCON INC.
(Registrant Name)
Rue Louis-d'Affry 6
1701, Fribourg, Switzerland
1701, Fribourg, Switzerland
(Address of principal executive office)
_________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40-F: Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
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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.
| ALCON INC. | ||||||||||||||
| Date: | April 7, 2024 | By: | /s/ David J. Endicott | |||||||||||
| Name: David J. Endicott | ||||||||||||||
| Title: Authorized Representative | ||||||||||||||
| Date: | April 7, 2024 | By: | /s/ Timothy C. Stonesifer | |||||||||||
| Name: Timothy C. Stonesifer | ||||||||||||||
| Title: Authorized Representative | ||||||||||||||
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Alcon Publishes Agenda for 2024 Annual General Meeting
•Alcon welcomes its shareholders to its second in-person AGM
•In addition to the regular agenda items, shareholders to vote on the Report on Non-Financial Matters
•Proposed dividend of CHF 0.24 cash per share
GENEVA, April 7, 2024 – – Alcon (SIX/NYSE: ALC), the global leader in eye care, will hold its Annual General Meeting (AGM) on May 8, 2024.
Alcon is pleased to welcome shareholders to its second in-person AGM since becoming an independent, standalone company. The company looks forward to hearing directly from its shareholders at this open format meeting.
The agenda for this 2024 AGM consists of the regular items, as well as, newly, the vote on the 2023 Report on Non-Financial Matters.
The invitation to the AGM, including explanatory information on individual agenda items, will be published in the Swiss Gazette of Commerce on April 8, 2024, and will be available, together with the Say-on-Pay brochure, the Report on Non-Financial Matters and additional related material, online at https://investor.alcon.com/news-and-events/events-and-presentations/event-details/2024/2024-Annual-General-Meeting-2024-KS2UlA-jJt/default.aspx.
Agenda for Alcon’s AGM
1.Approval of the operating and financial review of Alcon Inc., the annual financial statements of Alcon Inc. and the consolidated financial statements for 2023
2.Discharge of the members of the Board of Directors and the members of the Executive Committee
3.Appropriation of earnings and declaration of dividend as per the balance sheet of Alcon Inc. of December 31, 2023
▪If approved by the shareholders, a dividend of CHF 0.24 in cash per share will be payable with the first trading day ex-dividend expected to be May 14, 2024, the record date expected to be May 15, 2024, and the payout date in Switzerland expected to be on or around May 16, 2024. The Swiss withholding tax of 35% will be deducted from the gross dividend amount.
4. Consultative vote on the 2023 Report on Non Financial Matters
5. Votes on the compensation of the Board of Directors and of the Executive Committee
5.1 Consultative vote on the 2023 Compensation Report
5.2 Binding vote on the maximum aggregate amount of compensation of the Board of
Directors for the next term of office, i.e., from the 2024 Annual General Meeting to the
2025 Annual General Meeting
5.3 Binding vote on the maximum aggregate amount of compensation of the Executive
Committee for the following financial year, i.e., 2025
6. Re-election of the current Chair and the current Members of the Board of Directors
7. Re-election of the current Members of the Compensation Committee
8. Re-election of the independent representative
9. Re-election of the statutory auditors
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “commitment,” “look forward,” “maintain,” “plan,” “goal,” “seek,” “target,” “assume,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. An example of a forward-looking statement includes, among others, statements Alcon makes regarding the payment of a dividend.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties and risks that are difficult to predict. Some of these factors are discussed in our filings with the United States Securities and Exchange Commission, including our Form 20-F. Should one or more of these uncertainties or risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated. Therefore, you should not rely on any of these forward-looking statements.
Forward-looking statements in this press release speak only as of the date they are made, and we assume no obligation to update forward-looking statements as a result of new information, future events or otherwise.
About Alcon
Alcon helps people see brilliantly. As the global leader in eye care with a heritage spanning over 75 years, we offer the broadest portfolio of products to enhance sight and improve people’s lives. Our Surgical and Vision Care products touch the lives of more than 260 million people in over 140 countries each year living with conditions like cataracts, glaucoma, retinal diseases and refractive errors. Our more than 25,000 associates are enhancing the quality of life through innovative products, partnerships with Eye Care Professionals and programs that advance access to quality eye care. Learn more at www.alcon.com.
Connect with us on
Investor Relations Daniel Cravens Allen Trang + 41 589 112 110 (Geneva) + 1 817 615 2789 (Fort Worth) investor.relations@alcon.com | Media Relations Steven Smith + 41 589 112 111 (Geneva) + 1 817 551 8057 (Fort Worth) globalmedia.relations@alcon.com | |||||||
Agenda and Proposals of the Board of Directors
1.Approval of the operating and financial review of Alcon Inc., the annual financial statements of Alcon Inc. and the consolidated financial statements for 2023
Proposal
The Board of Directors proposes that the operating and financial review of Alcon Inc., the annual financial statements of Alcon Inc. and the consolidated financial statements for 2023 be approved, acknowledging the reports of the statutory auditors.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to approve the operating and financial review of Alcon Inc., the annual financial statements of Alcon Inc. and the consolidated financial statements for 2023.
2.Discharge of the members of the Board of Directors and the members of the Executive Committee
Proposal
The Board of Directors proposes that the members of the Board of Directors and the members of the Executive Committee be granted discharge for the 2023 financial year.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to approve the discharge of the members of the Board of Directors and the members of the Executive Committee.
3.Appropriation of earnings and declaration of dividend as per the balance sheet of Alcon Inc. of December 31, 2023
Proposal
| (CHF thousands) | |||||
| Balance brought forward from previous year | 17,686,182 | ||||
| Dividend paid during the year | (103,547) | ||||
| Net income for the year | 208,014 | ||||
| Earnings available to the Annual General Meeting | 17,790,649 | ||||
The Board of Directors proposes that:
▪out of the earnings available to the Annual General Meeting, a gross dividend of CHF 0.24 per dividend-bearing share be declared while shares held by the Alcon Group will not be entitled to a dividend payment; and
▪the remaining amount of available earnings, after appropriation of the proposed dividend, be carried forward.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to approve the appropriation of retained earnings and declaration of dividend. Calculated on the total number of issued shares of 499,700,000, the proposed dividend corresponds to a maximum total amount of CHF 119,928,000. No dividend is paid on shares held by the Alcon Group. The first trading day ex-dividend is expected to be May 14, 2024, and the payout date in Switzerland is expected to be on or around May 16, 2024. The Swiss withholding tax of 35% will be deducted from the gross dividend amount.
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4.Consultative vote on the 2023 Report on Non-Financial Matters
Proposal
The Board of Directors proposes that the 2023 Report on Non-Financial Matters be approved (non-binding consultative vote).
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to approve the 2023 Report on Non-Financial Matters. This approval will be subject to a non-binding consultative vote. The 2023 Report on Non-Financial Matters is available electronically at https://investor.alcon.com/news-and-events/events-and-presentations/event-details/2024/2024-Annual-General-Meeting-2024-KS2UlA-jJt/default.aspx.
5.Votes on the compensation of the Board of Directors and of the Executive Committee
5.1Consultative vote on the 2023 Compensation Report
Proposal
The Board of Directors proposes that the 2023 Compensation Report be accepted (non-binding consultative vote).
Comment: Pursuant to our Articles of Incorporation, the Board of Directors shall submit the 2023 Compensation Report to a consultative vote of the shareholders. The 2023 Compensation Report can be found in pages 79-111 of the 2023 Annual Report. Please also refer to the enclosed "Say-on-Pay" brochure for further explanations.
5.2Binding vote on the maximum aggregate amount of compensation of the Board of Directors for the next term of office, i.e. from the 2024 Annual General Meeting to the 2025 Annual General Meeting
Proposal
The Board of Directors proposes that shareholders approve the maximum aggregate amount of compensation of the Board of Directors covering the period from the 2024 Annual General Meeting to the 2025 Annual General Meeting in the amount of CHF 3,900,000.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to vote on the compensation of the Board of Directors. Please refer to the enclosed "Say-on-Pay" brochure for further explanations.
5.3Binding vote on the maximum aggregate amount of compensation of the Executive Committee for the following financial year, i.e. 2025
Proposal
The Board of Directors proposes that shareholders approve the maximum aggregate amount of compensation of the Executive Committee for the 2025 financial year in the amount of CHF 43,000,000.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to vote on the compensation of the Executive Committee. Please refer to the enclosed "Say-on-Pay" brochure for further explanations.
6.Re-elections of the Chair and the Members of the Board of Directors
Proposal
The Board of Directors proposes the re-election of the current members of the Board of Directors, each for a term of office of one year extending until completion of the 2025 Annual General Meeting.
6.1Re-election of F. Michael Ball (as Member and Chair)
6.2Re-election of Lynn D. Bleil (as Member)
6.3Re-election of Raquel C. Bono (as Member)
6.4Re-election of Arthur Cummings (as Member)
6.5Re-election of David J. Endicott (as Member)
Alcon AGM Invitation | 3 | ||||
6.6Re-election of Thomas Glanzmann (as Member)
6.7Re-election of D. Keith Grossman (as Member)
6.8Re-election of Scott Maw (as Member)
6.9Re-election of Karen May (as Member)
6.10Re-election of Ines Pöschel (as Member)
6.11Re-election of Dieter Spälti (as Member)
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to elect the Chair and the members of the Board of Directors. The term of office for all members of the Board of Directors expires at the completion of the Annual General Meeting on May 8, 2024. All current members of the Board of Directors are standing for re-election. The re-elections of the members of the Board of Directors shall be effected on an individual basis. Information on the professional background of the current members of the Board of Directors can be found in the 2023 Annual Report, available at https://investor.alcon.com/financials/annual-reports/default.aspx.
7.Re-elections of the Members of the Compensation Committee
Proposal
The Board of Directors proposes the re-election of the current members of the Compensation Committee, each for a term of office of one year extending until completion of the 2025 Annual General Meeting.
7.1Re-election of Thomas Glanzmann
7.2Re-election of Scott Maw
7.3Re-election of Karen May
7.4Re-election of Ines Pöschel
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to elect the members of the Compensation Committee. All current members of the Compensation Committee are standing for re-election. The re-elections shall be effected on an individual basis. The Board of Directors intends to re-designate Karen May as Chair of the Compensation Committee, subject to her re-election as a member of the Board of Directors and member of the Compensation Committee.
8.Re-election of the independent representative
Proposal
The Board of Directors proposes the re-election of Hartmann Dreyer, Attorneys-at-law, P.O. Box 343, 1701 Fribourg, Switzerland, as independent representative for a term of office of one year extending until completion of the 2025 Annual General Meeting.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to elect the independent representative.
9.Re-election of the statutory auditors
Proposal
The Board of Directors proposes the re-election of PricewaterhouseCoopers SA, Geneva, as statutory auditors for the 2024 financial year.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to elect the statutory auditors.
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Fribourg, April 8, 2024
Alcon Inc.
Board of Directors
Enclosures: | ‐ Registration form with reply envelope | ||||
| ‐ Brochure "Say-on-Pay" | |||||
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Organizational Topics
No Trading Restriction on Shares of Alcon Inc.
The registration of shareholders for voting purposes does not affect the trading of shares held by registered shareholders before, during or after the Annual General Meeting.
Annual Report
The Annual Report is available electronically at https://investor.alcon.com/financials/annual-reports/default.aspx.
The invitation including the agenda and the proposals of the Board of Directors, along with the brochure "Say-on-Pay" will be mailed directly to shareholders who are registered in the Company’s share register with the right to vote.
Registration and Admission Cards
Shareholders entered in the share register with the right to vote on April 22, 2024 are entitled to vote in the Annual General Meeting. These shareholders may authorize Hartmann Dreyer Attorneys-at-Law to act as their independent representative either by using the reply form enclosed or electronically (e-voting). The reply form or a corresponding electronic notification must reach the independent representative no later than May 3, 2024.
Proxy/Voting
If you cannot attend our Annual General Meeting in person, you may:
a) authorize Hartmann Dreyer Attorneys-at-law to act as your independent representative;
or
b) arrange to be represented by means of a written proxy by a third person who does not need to be a shareholder.
Electronic Authorization/Voting and Instructions to the Independent Representative (e-voting)
Shareholders may register by using the e-voting platform via www.gvote.ch to either request an admission card, appoint a proxy or issue voting instructions to the independent representative.
The requisite login details are enclosed in the reply form. Personalized login details remain valid. Shareholders may submit voting instructions electronically, or change any instructions that they may have communicated electronically, up to but no later than 11:59 p.m. on May 3, 2024.
Additionally, holders of shares in the United States should follow the instructions provided by their brokers, trustees, nominees or the Company's transfer agent, as applicable.
Speakers' Desk
Shareholders who wish to speak are requested to notify the speakers’ desk near the podium before the Annual General Meeting begins.
Mobile Phones
Please switch off your mobile phones during the Annual General Meeting.
Translation
The Annual General Meeting will be conducted primarily in English. Simultaneous translation into French and German will be available.
Means of Transport
Shareholders are requested to use public transport since parking facilities at the STCC are limited.
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Public Transport
From the train station in Lausanne to STCC in Lausanne, please use the metro "M2" to "Croisettes" and get off at the stop "Lausanne-Flon". Then please use the metro "M1" to "Renens-Gare" and get off at the stop "EPFL". The journey is around 21 minutes. Metro "M2" is available every 2 to 5 minutes. Metro "M1" is available every 5 to 7.5 minutes.
From the train station in Renens to STCC in Lausanne, please use the metro "M1" to "Lausanne-Flon" and get off at the stop "EPFL". The journey is around 6 minutes. Metro "M1" is available every 5 to 7.5 minutes.
Leaving the Annual General Meeting Early
Shareholders who leave the Annual General Meeting early are requested to hand in their unused voting materials and the electronic voting unit on their way out.
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Contact Us
Alcon Inc.
Rue Louis-d'Affry 6
1701 Fribourg
Switzerland
1701 Fribourg
Switzerland
Phone: +41 58 911 21 10
investor.relations@alcon.com
https://investor.alcon.com/home/default.aspx
https://investor.alcon.com/home/default.aspx
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